Last Updated: January 8, 2019
Information on the Proposed Merger of Main Street American Group Mutual Holdings, Inc. with and into American Family Insurance Mutual Holding Company
American Family Insurance Mutual Holding Company filed a Form A, "Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer," dated May 25, 2018, and that was received by Wisconsin's Office of the Commissioner of Insurance on that same date.
Under the Agreement and Plan of Merger (hereinafter also "Merger Agreement") between American Family Insurance Mutual Holding Company (hereinafter also "AFI MHC") and Main Street America Group Mutual Holdings, Inc., (hereinafter also "MSA Holdings") dated May 3, 2018, Main Street America Group Mutual Holdings, Inc., would merge with and into American Family Insurance Mutual Holding Company, with the latter corporation surviving. The merger shall become effective at 12:01 a.m., Central Time, on the date that Articles of Merger are filed with the Wisconsin Commissioner of Insurance pursuant to ss. 181.1105, 611.73, and 644,27, Wis. Stat., or such other later date or time as AFI MHC and MSA Holdings may agree and specify in the Articles of Merger (the "Effective Time"). The parties have expressed a preference to close the transaction on or before October 31, 2018.
Each membership interest in MSA Holdings prior to the Effective Time shall be converted to a membership interest in AFI MHC. The merger shall not affect any membership rights of any member of AFI MHC prior to the Effective Time, and immediately following the Effective Time, each member of AFI MHC will possess identical member rights and privileges subject to applicable law. The proposed merger is subject to, among other things, receipt of all regulatory approvals, including but not limited to Florida, Wisconsin, Indiana, Minnesota, and South Carolina, and receipt of approval from the respective Members of MSA Holdings and AFI MHC.
At the Effective Time, AFI MHC's Articles of Incorporation shall be amended and restated in their entirety in accordance with Exhibit A of the Merger Agreement.
Upon completion of the Proposed Merger, the Board of Directors of AFI MHC will be comprised of those persons who were directors of AFI MHC immediately prior to the Effective Time, plus two individuals who were directors of MSA Holdings immediately prior to the Effective Time.
For a period commencing on the Effective Time and ending on the third anniversary of the Effective Time, there shall be an Advisory Board, which shall be governed by and act in accordance with the Advisory Board Charter attached as Exhibit C to the Merger Agreement. The Advisory Board will consult with and provide advice to the Board of Directors of AFI MHC and senior members of management with respect to the business and operations of the then-former subsidiaries of MSA Holdings and their integration with the business and operations of the other subsidiaries of AFI MHC. The Advisory Board shall not have the authority to approve, initiate, or disapprove any actions on behalf of any entity and their recommendations are strictly advisory.
The merger plan filed by AFI MHC, along with related correspondence and other statutorily required information, will be placed in this section of OCI's website.
Please direct any questions concerning this filing by telephone to Steve Junior at (608) 267-4388 or Mike Mancusi-Ungaro at (608) 267-4555 or by e-mail to OCIFinancial@wisconsin.gov.
Public Hearing
Notice of Hearing
A public hearing on the proposed merger of Main Street America Group Mutual Holdings, Inc., with and into American Family Insurance Mutual Holding Company, and the transactions contemplated thereby, under ch. 227 and ss. 601.62, 644.27, and 611.73, Wis. Stat., will be conducted on July 31, 2018, at 10:15 a.m. at the following location:
Office of the Commissioner of Insurance
125 South Webster
Madison, WI 53703
Members of American Family Insurance Mutual Holding Company, members of Main Street America Group Mutual Holdings, Inc., policyholders of any insurer in the ownership or control of either mutual holding company, and members of the public are invited to testify at the public hearing. Since time for oral testimony may be limited by the Hearing Examiner to accommodate the number of speakers, interested persons are invited to submit written comments, as well as, or in lieu of, oral testimony.
Interested persons are encouraged to submit written comments to OCI at any time prior to the public hearing. Written comments may be directed to the attention of:
American Family MHC Merger Comments
Office of the Commissioner of Insurance
P.O. Box 7873
Madison, WI 53707-7873
Comments may also be e-mailed to OCI at
OCIFinancial@wisconsin.gov.
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' website at
http://www.naic.org/cis/.
Form A and Exhibits Filed with the Wisconsin OCI
Cover Letter to The Honorable Ted Nickel, Commissioner of Insurance, from Thomas R. Hrdlick, Foley & Lardner LLP, dated May 25, 2018
Form A, "Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer," dated May 25, 2018
Exhibit 1(a) to the Form A – Agreement and Plan of Merger between American Family Insurance Mutual Holding Company and Main Street America Group Mutual Holdings, Inc., dated May 3, 2018
Exhibit 1(b) to the Form A – Disclosure Schedules to the Agreement and Plan of Merger between American Family Insurance Mutual Holding Company and Main Street America Group Mutual Holdings, Inc., dated May 3, 2018
[CONFIDENTIAL]
Exhibit 1(c)(i) to the Form A – Present Organizational Chart of American Family Insurance Mutual Holding Company and its Affiliates
Exhibit 1(c)(ii) to the Form A – Post-Merger Organizational Chart for the Holding Company System led by American Family Insurance Mutual Holding Company
Exhibit 12(a) 3-Year Financial Projections
[CONFIDENTIAL]
Exhibit 12-1 American Family Insurance Mutual Holding Company and Subsidiaries Consolidated Financial Statements as of December 31, 2017 and 2016
Exhibit 12-1 American Family Mutual Insurance Company, S.I., and Subsidiaries Consolidated Property & Casualty Statutory Financial Statements as of December 31, 2017 and 2016
Exhibit 12-2 American Family Mutual Insurance Company and Subsidiaries Consolidated Financial Statements as of December 31, 2016 and 2015
Exhibit 12-2 American Family Mutual Insurance Company and Subsidiaries Consolidated Property & Casualty Statutory Financial Statements as of December 31, 2016 and 2015
Exhibit 12-3 American Family Mutual Insurance Company and Subsidiaries Consolidated Financial Statements as of December 31, 2015 and 2014
Exhibit 12-3 American Family Mutual Insurance Company and Subsidiaries Consolidated Property & Casualty Statutory Financial Statements as of December 31, 2015 and 2014
Exhibit 12-4 American Family Mutual Insurance Company and Subsidiaries Consolidated Financial Statements as of December 31, 2014 and 2013
Exhibit 12-4 American Family Mutual Insurance Company and Subsidiaries Consolidated Property and Casualty Statutory Financial Statements as of December 31, 2014 and 2013
Exhibit 12-4 American Family Mutual Insurance Company and Subsidiaries Consolicated Financial Statements as of December 31, 2013 and 2012
Exhibit 12-4 American Family Mutual Insurance Company and Subsidiaries Consolidated Property and Casualty Statutory Financial Statements as of December 31, 2013 and 2012
Exhibit 12-5 Unaudited Statutory Quarterly Statement of American Family Mutual Insurance Company, S.I., as of March 31, 2018
Exhibit 12-6 American Family Insurance Mutual Holding Company Unaudited Consolidated GAAP Highlights with Income Statements as of March 31, 2018 and March 31, 2017 and the Balance Sheet as of March 31, 2018 and December 31, 2017
Exhibit 12-6 American Family Mutual Insurance Company, S.I., Consolidated GAAP Highlights with Income Statements as of March 31, 2018 and March 31, 2017 and the Balance Sheet as of March 31, 2018 and December 31, 2017
Exhibit 12(c) American Family Insurance Annual Report as of December 31, 2016 and 2015
Exhibit 12(c) American Family Insurance Annual Report as of December 31, 2017 and 2016
July 11, 2018
July 18, 2018
July 27, 2018
July 31, 2018