Proposed Acquisition of Control of Northwestern National Insurance Co of Milwaukee by SOBC Gamma

​​​Last Updated: May 31, 2016

Information on the Proposed Acquisition of Control of Northwestern National Insurance Company of Milwaukee, Wisconsin (NNIC) by SOBC Gamma Holding Company Limited (Applicant)

On February 4, 2016, the Applicant filed a plan to acquire control of Northwestern National Insurance Company of Milwaukee, Wisconsin, pursuant to the terms and conditions set forth in the Stock Purchase Agreement dated January 13, 2016, by and between Armco Insurance Group, Inc. (Seller), SOBC Gamma Holding Company Limited (Purchaser), and Northwestern National Insurance Company of Milwaukee, Wisconsin (NNIC), a Wisconsin domestic insurer.

Northwestern National Insurance Company of Milwaukee, Wisconsin, is a Wisconsin-domiciled property and casualty insurance company. NNIC was incorporated and commenced operations in 1869, and is licensed in nine (9) states, including Wisconsin.

Notations on Accessing Information

Financial information concerning individual insurance companies, including key annual statement pages, may be accessed on the Consumers Information Source section of the National Association of Insurance Commissioners' Web site at http://www.naic.org/cis/.

Form A and Exhibits, Filed with the Wisconsin OCI on February 4, 2016:

• Cover Letter to Kristin Forsberg of the Wisconsin Office of the Commissioner of Insurance (dated 2/4/16)
• Form A - Acquisition of Control of Northwestern National Insurance Company of Milwaukee, Wisconsin
  • Appendix 1: Stock Purchase Agreement [REDACTED]
  • Appendix 2: SOBC Corp. Organization Chart
  • Appendix 3: Biographical Affidavits of SOBC Directors and Officers [REDACTED]
  • Appendix 4: Business Plan [REDACTED]
  • Appendix 5: Unaudited consolidated financial statements for: (i) SOBC Holdings Plc; and (ii) SOBC Corp. [REDACTED]
  • Appendix 6: Intercompany Services Agreement
• Form AA - Consent to Jurisdiction: SOBC Corp.
• Form AA - Consent to Jurisdiction: SOBC Gamma Holding Company Limited
• Form AA - Consent to Jurisdiction: SOBC Holding Company Limited
• Form AA - Consent to Jurisdiction: SOBC Holdings Plc

Amended Form A Exhibits:

• Exhibit A-4: Amendment No. 1 to Stock Purchase Agreement
• Exhibit A-5: Revised Intercompany Services Agreement

Wisconsin OCI Form A Follow-up Letters:

• Exhibit B-1: WI OCI Form A follow-up letter #1, dated February 22, 2016 [REDACTED]
• Exhibit B-2: WI OCI Form A follow-up Letter #2, dated March 24, 2016

Applicant Response Letters and Attachments:

• Exhibit B-1-1: Applicant's March 18, 2016, response to WI OCI's follow-up letter #1 [REDACTED]
• Exhibit B-2-1: Applicant's April 6, 2016, response to WI OCI's follow-up letter #2

Hearing Documents:

• Exhibit C-1: Notice of Hearing - Case No. 16-C41150
• Exhibit C-2: List of Hearing Exhibits - Case No. 16-C41150

Wisconsin OCI Recommendation Memo:

• Exhibit D: OCI Recommendation Memorandum - Case No. 16-C41150​

Final Decision:

• Exhibit E: Final Decision - Case No. 16-C41150