Closing of Acquisition of The Navigators Group, Inc.
On May 23, 2019, The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), completed its previously announced acquisition of The Navigators Group, Inc., a Delaware corporation (“Navigators”). Pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated August 22, 2018, by and among Navigators, the Company and Renato Acquisition Co., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub was merged with and into Navigators, with Navigators surviving the merger (the “Merger”) as a wholly owned subsidiary of the Company.
Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share (a “Share”) of common stock of Navigators, par value $0.10 per Share, issued and outstanding immediately prior to the Effective Time (other than (a) Shares held by stockholders who did not vote in favor of the Merger and who properly and validly perfected their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law and (b) Shares that were owned by Navigators, the Company or Merger Sub or any of their respective wholly owned subsidiaries) converted into the right to receive $70.00 in cash without interest thereon, subject to applicable tax withholding.
A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K/A filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 22, 2018 and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement. On May 23, 2019, the Company issued a press release announcing the consummation of the Merger. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Entry into Aggregate Excess of Loss Reinsurance Agreement
Navigators Insurance Company and certain of its affiliates (collectively, the “Navigators Insurers”), which became wholly owned subsidiaries of the Company following the consummation of the Merger, have entered into an Aggregate Excess of Loss Reinsurance Agreement (the “Reinsurance Agreement”) with National Indemnity Company (“NICO”), a subsidiary of Berkshire Hathaway Inc. (“Berkshire”), effective May 23, 2019.
The Reinsurance Agreement provides that the Navigators Insurers will pay NICO a reinsurance premium of approximately $91 million in exchange for reinsurance coverage of $300 million of adverse net loss reserve development that attaches $100 million above the Navigators Insurers existing net loss and allocated loss adjustment reserves as of December 31, 2018 of $1.815 billion for accidents and losses prior to December 31, 2018, subject to limited exceptions.
The Reinsurance Agreement will be accounted for as retroactive reinsurance in the Company’s U.S. GAAP financial statements and is expected to result in a loss on reinsurance of approximately $72 million, after tax, in the second quarter of 2019.
For more information on the Reinsurance Agreement, see the introduction to
Management’s Discussion and Analysis of Financial Condition and Results of Operations
in the Company’s Form 10-Q for the quarter ended March 31, 2019 filed with the SEC on May 1, 2019.