Proposed Acquisition of Control of Northwestern National Insurance Company of Milwaukee, Wisconsin, by Sandell Holdings Limited

Last Updated: May 3, 2017

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

On January 18, 2017, the Applicant filed a plan to acquire control of Northwestern National Insurance Company of Milwaukee, Wisconsin, through the purchase of 50% of the issued and outstanding capital stock of SOBC Holdings Limited, the United Kingdom based ultimate parent company, pursuant to the terms and conditions set forth in an agreement to purchase SOBC Holdings Limited's B shares. The A shares of SOBC Holdings Limited, representing 50% of the ownership, will remain with the executive management team, Stephanie Mocatta (through SOBC Ltd.), Richard Whatton (through SOBC Ltd.), Brian Johnston (through Pentland Services LLC), Harry Whitcher and Thomas F. X. Hodson.

Northwestern National Insurance Company of Milwaukee, Wisconsin, is a Wisconsin-domiciled stock property and casualty insurance company. NNIC was incorporated on February 20, 1869, and commenced business on July 1, 1869. It is licensed in nine states, including Wisconsin, and has been in run-off since 1986.

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:

• Form A - Statement Regarding the Acquisition of Control of Northwestern National Insurance Company of Milwaukee, Wisconsin, by Sandell Holdings Ltd.
  • Appendix 1: Agreement to buy B shares and Loan Notes issued by SOBC Holdings Limited
  • Appendix 2: Sandell Holdings Ltd. Organizational Chart
  • Appendix 3: Biographical Affidavits in response to Item 3 of the Form A [Redacted]
  • Appendix 4: Financial Statements for Sandell Holdings Ltd.
    Appendix 4-A: Sandell Holdings Ltd. Consolidated Financial Statements for the period from December 18, 2014 (date of incorporation) to December 31, 2015
    Appendix 4-B: Sandell Holdings Ltd. Consolidated Financial Statements as of March 31, 2016 (unaudited)
    Appendix 4-C: Sandell Holdings Ltd. Consolidated Financial Statements as of June 30, 2016 (unaudited)
    Appendix 4-D: Sandell Holdings Ltd. Consolidated Financial Statements as of September 30, 2016 (unaudited)

Wisconsin OCI Form A Letters:

• Letter to Richard F. Ecklord, President and Chief Operating Officer, Sandell Holdings Ltd., from Steven J. Junior, OCI, dated January 27, 2017

Responses to Wisconsin OCI Form A Letters:

• E-mail to Steve J. Junior, OCI, from Rick Ecklord, Sandell Re, dated February 4, 2017
  • Attachment 1: NNIC Sandell SOBC Responses to Wisconsin Inquiry
  • Attachment 2: Investment Management Agreement dated as of December 5, 2016, by and between Sandell Asset Management Corp. and Northwestern National Insurance Company
  • Attachment 3: Shareholders agreement in relation to SOBC Sandell Holding Company Limited dated November 17, 2016
  • Attachment 4: Agreement to buy B shares and Loan Notes issued by SOBC Holdings Limited
  • Attachment 5: Articles of Association of SOBC Holdings Plc
  • Attachment 6: Proposed Post-Acquisition Organizational Chart
• Form AA - Consent to Jurisdiction Statement by Sandell Holdings Ltd. dated February 6, 2017
• E-mail thread between Steven J. Junior, OCI, and Rick Ecklord, Sandell Re, from March 2 to March 16, 2017
• E-mail to Steve J. Junior, OCI, from Rick Ecklord, Sandell Re, dated March 19, 2017, together with comments on OCI Recommendation Memo provided by Steven J. Junior, OCI, on March 16, 2017

Hearing Documents:

• Updated Notice of Hearing - Case No. 17-C41664 dated April 5, 2017
• Proposed Stipulation and Order - Case No. 17-C41674
• List of Hearing Exhibits - Case No. 17-C41664

Wisconsin OCI Recommendation Memorandum:

• OCI Recommendation Memorandum - Case No. 17-C41664

Proposed Decision:

• Proposed Decision - Case No. 17-C41664
• Waiver of Right to Object from Sandell Holdings Ltd.
• Waiver of Right to Object from SOBC Holdings Limited, SOBC Holding Company Limited, and Northwestern National Insurance Company of Milwaukee, Wisconsin

Final Decision:

• Final Decision - Case No. 17-C41664