Assurant, Inc. (NYSE:AIZ) Files An 8-K Regulation FD DisclosureItem 7.01
Assurant, Inc. (“Assurant”) has revised its financing plan for the acquisition of TWG Holdings Limited (“TWG”), lowering the overall equity issuance based on the company’s view of the stock’s intrinsic value and available cash. As a result, Assurant currently believes share repurchase in 2018 is unlikely but will revisit post-closing as appropriate. In 2018, capital deployment will focus on the financing for and integration of TWG, setting aside funds to complete the acquisition of Iké Asistencia, a services assistance business in Mexico and other countries in Latin America, and funding ongoing capital needs of the business. Excess capital will be deployed primarily to fund other investments and dividends, subject to market conditions.
Beyond 2018, Assurant expects that the combined operations of Assurant and TWG will drive long-term profitable growth and will have margin expansion through higher-valued offerings and expense efficiencies. Assurant is targeting growth in operating earnings per diluted share, benefitting from continued earnings growth and capital management. Assurant is also targeting strong cash flow generation beyond 2018, with segment dividends to approximate segment earnings. Assurant expects to continue to deploy excess capital consistent with its capital management philosophy, across share repurchase, dividends and investments in its business, including acquisitions, subject to market conditions and other factors.
The information in this Item 7.01 shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Some of the statements included in this Current Report on Form 8-K are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. For a detailed discussion of the risk factors that could cause our actual results to differ materially from those currently estimated by management, including those contained in the forward-looking statements, please refer to the risk factors identified in our SEC reports, including, but not limited to our Annual Report on Form 10-K, as filed with the SEC.
| Item 8.01 | Other Information |
Contributions from lines of businesses excluding lender-placed insurance accounted for 46%, 54% and 59% of total net operating income in the years ended December 31, 2015, 2016 and 2017, respectively (in each case excluding catastrophes, net of reinsurance and client profit sharing adjustments, as well as reinstatement and other premiums). In 2017, lender-placed benefited from the absence of regulatory expenses which occurred in 2016 and revenue from new loans onboarded throughout the year. This minimized the impact of the year-over-year market decline. A reconciliation of the net operating income excluding catastrophes, net of reinsurance and client profit sharing adjustments, as well as reinstatement and other premiums is included in Exhibit 99.1 hereto.
Based solely on addition of Assurant segment net operating income and TWG adjusted net income, the Global Housing, Global Life>
As previously announced, on January 8, 2018, Assurant entered into an Amended and Restated Agreement and Plan of Merger, with TWG, TWG Re, Ltd., a corporation incorporated in the Cayman Islands, Arbor Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of TWG (solely for purposes of Article III and Article VIII thereof) and Spartan Merger Sub, Ltd., a Bermuda exempted limited company and a direct wholly owned subsidiary of Assurant.
This Current Report on Form 8-K is also being filed by Assurant to present (i) audited consolidated financial statements of TWG Holdings Limited as of and for the year ended December 31, 2017, attached as Exhibit 99.2, and (ii) unaudited pro forma condensed combined financial statements of Assurant, which give effect to the acquisition of TWG, as of and for the year ended December 31, 2017, attached as Exhibit 99.3.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of businesses acquired |
The audited consolidated financial statements of TWG Holdings Limited as of and for the year ended December 31, 2017, are filed as Exhibit 99.2 hereto.
| (b) | Pro forma financial information |
The unaudited pro forma condensed combined financial statements of Assurant, which give effect to the acquisition of TWG, as of and for the year ended December 31, 2017, are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
ASSURANT INC ExhibitEX-23.1 2 dp87553_ex2301.htm EXHBIT 23.1 Exhibit 23.1 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 No. 333-222648) and related Prospectus Supplement of Assurant,…To view the full exhibit click here
About Assurant, Inc. (NYSE:AIZ)
Assurant, Inc. is a provider of specialty protection products and related services. The Company’s segments include Assurant Solution, Assurant Specialty Property and Corporate & Other. The Assurant Solutions segment provides mobile device protection products and services; debt protection administration; credit insurance; extended service products and related services for consumer electronics, appliances and vehicles, and offers pre-funded funeral insurance. The Assurant Specialty Property segment provides lender-placed homeowners insurance; property preservation and valuation services; flood insurance; renters insurance and related products, and manufactured housing homeowners insurance. The Corporate & Other segment includes activities of the holding company, financing and interest expenses, net realized gains (losses) on investments and interest income earned from short-term investments held.