MGIC Reinsurance Corporation of Wisconsin Merger and Change of Control of MGIC Credit Assurance Corporation

Last Updated:  September 8, 2020

Information on the Proposed Internal Reorganization of the MGIC Group, including the Merger of MGIC Reinsurance Corporation of Wisconsin, with and into Mortgage Guaranty Insurance Corporation, and Change in the Direct Control of MGIC Credit Assurance Corporation from Mortgage Guaranty Insurance Corporation to MGIC Investment Corporation

Mortgage Guaranty Insurance Corporation and MGIC Investment Corporation filed a Form A, “Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer," dated September 1, 2020, which was received by the OCI on the same date, whereby they proposed three transactions to reorganize certain aspects of their holding company system effective September 1, 2020:

1. MGIC Reinsurance Corporation of Wisconsin would merge with and into Mortgage Guaranty Insurance Corporation;

2. There would be a stock dividend of all of the common stock of MGIC Credit Assurance Corporation by Mortgage Guaranty Insurance Corporation to MGIC Investment Corporation; and

3. Prior to the merger of MGIC Reinsurance Corporation of Wisconsin with and into Mortgage Guaranty Insurance Corporation, MGIC Reinsurance Corporation of Wisconsin proposes to assign all right, title and interest, as the sole owner and member of MGIC Mortgage and Consumer Asset II, LLC, a Delaware limited liability company, to MGIC Credit Assurance Corporation.

The filing is subject to 611.72 (3m), Wis. Stat., which does not require a hearing for a proposed plan of merger or other plan for acquisition of control between affiliates.  The transactions proposed in the Form A were approved on September 3, 2020, with the requested effective date of September 1, 2020.

List of Filed Exhibits

• Letter to Steven J. Junior, OCI, from Heidi A. Heyrman, Vice President – Regulatory Relations, Assistant General Counsel, and Assistant Secretary of Mortgage Guaranty Insurance Corporation, dated September 1, 2020
• Form A Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer, dated September 1, 2020
• Exhibit A - Certified Copy of Agreement and Plan of Merger
• Exhibit B - Organizational Chart before the Proposed Transactions
• Exhibit C - Organizational Chart after the Proposed Transactions

Approval

• Recommendation Memorandum to Amy J. Malm, Administrator of the Division of Financial Regulation, from Steven J. Junior, Insurance Program Manager, Division of Financial Regulation, dated September 3, 2020

• Approval Letter to Heidi A. Heyrman, Vice President – Regulatory Relations, Assistant General Counsel, and Assistant Secretary of Mortgage Guaranty Insurance Corporation, from Amy J. Malm, Administrator of the Division of Financial Regulation, dated September 3, 2020