EMPLOYERS HOLDINGS, INC. (NYSE:EIG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement.
On August 11, 2017, Employers Group, Inc., a Nevada corporation (the “Company”) and a wholly owned subsidiary of Employers Holdings, Inc., a Nevada corporation , entered into a stock purchase agreement (the “Purchase Agreement”) with Partner Reinsurance Company of the U.S., a New York corporation (“PRUS”), with respect to the acquisition (the “Acquisition”) of all of the outstanding shares of capital stock of PartnerRe Insurance Company of New York, a New York corporation (“PRNY”). The purchase price is equal to the sum of: (i) the amount of statutory capital and surplus of PRNY at closing; plus (ii) $5.8 million. The Company expects to fund the Acquisition with cash on hand.
to the Purchase Agreement, all liabilities and obligations of PRNY existing as of the closing date, whether known or unknown, will be assumed by PRUS. In addition, PartnerRe Ltd., a Bermuda company and the parent company of PRUS, has provided the Company with a Guaranty that unconditionally, absolutely and irrevocably guarantees the full and prompt payment and performance by PRUS of all of its obligations, liabilities and indemnities under the Purchase Agreement and the transactions contemplated thereby.
The Company will not be acquiring any employees or ongoing business operations to the Acquisition. Prior to the Acquisition, there were no material relationships among the Company and PRUS.
The Acquisition is expected to be consummated upon the satisfaction of certain closing conditions, including, among other things, approval from the Department of Financial Services of the State of New York. There can be no assurance, however, that the Acquisition will be consummated or as to the date by which the Acquisition may be consummated. If the Acquisition is consummated, PRNY will become a wholly-owned subsidiary of the Company.
The foregoing description is qualified in its entirety by reference to the full text of the Purchase Agreement which has been filed as Exhibit 10.1 hereto and is incorporated by reference herein.
The Purchase Agreement contains representations and warranties by PRUS and the Company. These representations
and warranties were made solely for the benefit of the parties to the Purchase Agreement and:
|
should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties |
if those statements prove to be inaccurate;
|
may have been qualified in the Purchase Agreement by confidential disclosures that were made to the other party |
in connection with the negotiation of the Purchase Agreement;
|
may apply contractual standards of “materiality” that are different from “materiality” under applicable securities |
laws; and
|
were made only as of the date of the Purchase Agreement or such other date or dates as may be specified in the |
Purchase Agreement.
Section 9 – Financial Statements and Exhibits
Item 9.01.Financial Statements and Exhibits
|
10.1 |
Stock Purchase Agreement between Partner Reinsurance Company of the U.S. and Employers Group, Inc. dated as of August 11, 2017. |
Employers Holdings, Inc. ExhibitEX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1STOCK PURCHASE AGREEMENTbetweenPARTNER REINSURANCE COMPANY OF THE U.S.andEMPLOYERS GROUP,…To view the full exhibit click here
About EMPLOYERS HOLDINGS, INC. (NYSE:EIG)
Employers Holdings, Inc. is a holding company. Through its insurance subsidiaries, the Company provides workers’ compensation insurance coverage to select, small businesses in low to medium hazard industries. The Company provides workers’ compensation insurance under a statutory system wherein employers are required to provide coverage for their employees’ medical, disability, vocational rehabilitation, and/or death benefit costs for work-related injuries or illnesses. The Company provides workers’ compensation insurance in approximately 33 states and the District of Columbia, with a concentration in California. The Company invests in fixed maturity securities, equity securities and cash equivalents. The Company insurance subsidiaries include Employers Insurance Company of Nevada (EICN), Employers Compensation Insurance Company (ECIC), Employers Preferred Insurance Company (EPIC) and Employers Assurance Company (EAC).