Castlepoint Holdings, Ltd. - Current report filing (8-K)
27 August 2008 - 7:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported)
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August
27, 2008
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CastlePoint
Holdings, Ltd.
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(Exact
name of registrant as specified in its charter)
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Bermuda
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001-33374
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n/a
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(State or other jurisdiction
of incorporation)
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Commission File Number:
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(IRS Employer
Identification No.)
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Victoria Hall, 11 Victoria Street, Hamilton, Bermuda
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HM 11
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area
code
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(441) 294-6409
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(Former name or former address, if changed since last report.)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
CastlePoint Reinsurance Company, Ltd. (“CPRe”), a Bermuda based
subsidiary of CastlePoint Holdings, Ltd. (“CastlePoint”) today entered
into a definitive Stock Purchase Agreement to purchase all of the issued
and outstanding shares of the common stock of HIG, Inc.
(“Hermitage”). CPRe will pay $27 million in cash plus the closing book
value of Hermitage to Brookfield US Corporation, the seller and a
subsidiary of Brookfield Asset Management Inc. The total cash
consideration is expected to be approximately $135 million with no
external financing required.
The parties agreed to customary representations, warranties and
covenants in the Stock Purchase Agreement. In addition, CPRe agreed,
subject to certain limitations, to indemnify Hermitage for breaches of
its representations, warranties and covenants. The parties have the
right to terminate the Stock Purchase Agreement under certain
circumstances. The transaction is expected to be completed in late
December of 2008, subject to the satisfaction of certain conditions.
CPRe today also entered into a definitive Asset Purchase Agreement with
Tower Insurance Company of New York, Tower National Insurance Company,
Preserver Insurance Company, Tower National Insurance Company, Preserver
Insurance Company, Mountain Valley Insurance Company, Northeast
Insurance Company, and Tower Risk Management Corp., each a subsidiary of
Tower Group, Inc. (“Tower”) to sell the operating assets of Hermitage to
Tower’s subsidiaries. Tower’s subsidiaries will pay $16 million in cash
for the operating assets of Hermitage. The operational assets are
comprised of rights to policy renewals and producer appointments. .
Tower and CastlePoint do not expect to consummate this renewal rights
transaction unless Tower’s acquisition of CastlePoint is not consummated
or is delayed. If this renewal rights transaction were to close, Tower
and CastlePoint have also agreed to extend all of the reinsurance,
management and service agreements between the two companies or their
respective subsidiaries for one additional year upon their expiration,
currently scheduled for March 31, 2010, at commission and management fee
terms which have been set to approximate current market terms, provided
that, under certain limited circumstances, the extension will be for 6
months.
The parties agreed to customary representations, warranties and
covenants relating to the operating assets of Hermitage. In addition,
the parties agreed, subject to certain limitations, to indemnify each
other for breaches of their respective representations, warranties and
covenants. The parties have the right to terminate the Asset Purchase
Agreement under certain circumstances. The transaction is also expected
to be completed in late December of 2008, subject to the satisfaction of
certain conditions, including completion of the purchase all of the
issued and outstanding shares of the common stock of Hermitage.
Both transactions are subject to customary regulatory approvals.
Tower and CastlePoint are related parties. Tower beneficially owns 9.3%
of CastlePoint’s common shares. CastlePoint is party to a master
agreement, certain reinsurance agreements, management agreements and
service and expense sharing agreements with Tower, or its insurance
subsidiaries, as more fully described in our Definitive Proxy Statement
under the heading “Related Party Transactions” filed with the Securities
and Exchange Commission on April 29, 2008.
ITEM
8.01 OTHER EVENTS
On August 27, 2008, CastlePoint jointly with Tower issued a press
release entitled “Tower and CastlePoint to Acquire Hermitage Insurance
Group” in which, inter alia, they announced that CastlePoint has entered
into a definitive agreement to acquire Hermitage, that Tower will
purchase Hermitage’s operating assets from CastlePoint in the event the
acquisition by Tower of CastlePoint is not consummated or is delayed,
and Tower and CastlePoint will jointly host a conference call and
webcast on August 27 at 2:00 PM (eastern time) to discuss these
transactions. The press release is attached hereto as Exhibit 99.1, and
the investor presentation slides to be discussed during the conference
call and webcast are attached hereto as Exhibit 99.2.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1: Press Release dated August 27, 2008 entitled “Tower
and CastlePoint to Acquire Hermitage Insurance Group”
Exhibit 99.2: Investor Presentation Slides to be discussed during
the teleconference and webcast on August 27, 2008.
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CastlePoint Holdings, Ltd.
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Date:
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August 27, 2008
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/s/ Joel S. Weiner
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Senior Vice-president and Chief Financial Officer
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Exhibit index
Exhibit 99.1: Press Release dated August 27, 2008 entitled “Tower
and CastlePoint to Acquire Hermitage Insurance Group”
Exhibit 99.2: Investor Presentation Slides to be discussed during
the teleconference and webcast on August 27, 2008.
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