Annuity & Life Re Announces Transaction With Wilton Re
Thursday August 11, 9:00 am ET
HAMILTON, Bermuda, Aug. 11 /PRNewswire-FirstCall/ — Annuity and Life Re (Holdings), Ltd. (OTC Bulletin Board: ANNRF – News; the “Company”) today reported that Annuity and Life Reassurance America, Inc. and Annuity and Life Reassurance, Ltd., each a direct or indirect wholly owned operating subsidiary of the Company, have entered into a Master Agreement with Prudential Select Life Insurance Company of America(1) and Wilton Reinsurance Bermuda Limited, each a direct or indirect wholly owned operating subsidiary of Wilton Re Holdings, Ltd. The Master Agreement provides for the novation to or 100% coinsurance by Wilton Re’s subsidiaries effective as of June 30, 2005 of all of the remaining life and annuity reinsurance treaties of the Company’s subsidiaries. The Master Agreement contemplates that the Company’s subsidiaries and Wilton Re’s subsidiaries will use commercially reasonable efforts to obtain the consent of each counterparty to the reinsurance treaties to the novation of such treaties to Wilton Re’s subsidiaries. If any of these consents cannot be obtained, then the appropriate subsidiaries of the Company and Wilton Re will enter into a 100% indemnity coinsurance agreement with respect to such reinsurance treaties.
Upon the closing of the transactions contemplated by the Master Agreement, the Company’s subsidiaries will pay Wilton Re’s subsidiaries an aggregate settlement amount equal to $91.6 million, less any expense reimbursement payments previously made by the Company to Wilton Re in connection with the transactions. The $91.6 million settlement amount will consist of the funds withheld held by the cedents under certain of the reinsurance treaties on June 30, 2005, which assets totaled approximately $58.4 million on that date, and cash and invested assets of approximately $33.2 million. If the cash flows arising from the treaties and the earnings on the invested assets to be transferred to Wilton Re’s subsidiaries are positive between the June 30, 2005 and the closing date of the transactions, such positive amount will be paid to Wilton Re’s subsidiaries. If such cash flows and earnings are negative, the negative amount will be credited to the Company’s subsidiaries.
The consummation of the transactions is subject to certain closing conditions, including the receipt of requisite regulatory and other approvals, including the approval of the Company’s shareholders and retrocessionaires. In connection with the execution of the Master Agreement, the Company’s directors and officers, as well as certain significant shareholders, executed voting agreements obligating them to vote in favor of the transactions. As of the date of the Master Agreement, holders of approximately 26.6% of the Company’s outstanding common shares had signed voting agreements.
The Master Agreement is terminable by any party if the closing of the transactions has not occurred on or before January 2, 2006 and may also be terminated, in limited circumstances, if the Company’s Board of Directors determines it has a fiduciary obligation to pursue a superior proposal. In such case, the voting agreements would terminate and the Company would be obligated to pay Wilton Re a $500,000 “break-up” fee and any out of pocket expenses it incurred in connection with the transactions. If the Master Agreement is terminated by any party due to the failure of the Company’s shareholders to approve the transactions, the Company would be obligated to reimburse Wilton Re for the out of pocket expenses it incurred in connection with the transactions. UBS Investment Bank acted as the Company’s financial advisor in connection with the transactions. Further information about the Master Agreement can be found in the Company’s Current Report on Form 8-K regarding the Master Agreement that will be filed with the Securities and Exchange Commission
Following the consummation of the transactions contemplated by the Master Agreement, the Company expects its GAAP book value per common share will be between $1.70 and $1.84. The financial condition and results of operations of the Company and its subsidiaries, however, will remain subject to certain contingencies, including obligations for amounts that may be due under previously terminated or recaptured reinsurance agreements relating to deaths occurring prior to such terminations or recaptures and obligations that have been 100% reinsured with third parties, but for which the Company remains liable in the event the reinsurer is unable or unwilling to pay its obligations. The Company also remains subject to certain third party claims, including an outstanding claim by Transamerica for $6.0 million related to a life reinsurance agreement novated to Transamerica effective as of December 31, 2004. The Company also has continuing obligations under employment agreements with certain of its employees, including obligations to make severance payments under certain circumstances. The amount of funds that may be available for distribution from the Company’s subsidiaries to the Company and its shareholders will also likely be limited by continuing regulatory requirements, policyholder obligations that will remain following the closing under the Master Agreement and normal working capital requirements.
The Company will continue to explore strategic alternatives to attempt to maximize its economic value for shareholders, including a merger, sale, joint venture or other comparable transaction. The Company cannot make any assurance that these transactions will be completed on favorable terms. As a result of the Company’s remaining commitments and contingencies, the Company’s shareholders will ultimately not likely realize an economic value in any strategic transaction that approximates the Company’s GAAP book value per common share following the consummation of the transactions contemplated by the Master Agreement.
Jay Burke, the Company’s Chief Executive Officer said, “These transactions, once closed, will represent a significant step forward for the Company and its shareholders, and will provide our cedents with a well capitalized and well rated reinsurance partner.”
Chris Stroup, Chairman of Wilton Re Holdings, Ltd. said “We are very pleased to have entered into this agreement with Annuity and Life Re. These transactions exemplify the creative reinsurance solutions that Wilton Re has to offer. We look forward to working with our new cedents through a smooth transition and providing them with ongoing reinsurance support.”
Annuity and Life Re (Holdings), Ltd. provides annuity and life reinsurance to insurers through its wholly owned subsidiaries, Annuity and Life Reassurance, Ltd. and Annuity and Life Reassurance America, Inc.
Wilton Re Holdings, Ltd. provides traditional life reinsurance and insurance run off solutions through its wholly owned operating subsidiaries, Prudential Select Life Insurance Company of America (to be renamed Wilton Reassurance Company) and Wilton Re Bermuda, Ltd. The Wilton Re Group was formed in order to provide a new source of life reinsurance capacity in response to the continuing consolidation in the U.S. life reinsurance industry. The Wilton Re Group raised more than $600 million in capital commitments through a private placement of its common stock in December of 2004. A.M. Best Co. has assigned a financial strength rating of A- (Excellent) to the Wilton Re Group operating subsidiaries.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by the Company or on its behalf. All statements which address the financial impact of the proposed transactions, the Company’s future operating performance, or events or developments that the Company expects or anticipates may occur in the future are forward-looking statements. These statements are made on the basis of management’s views and assumptions; as a result, there can be no assurance that management’s expectations will necessarily come to pass. The Company cautions that the actual financial impact of the proposed transactions, the Company’s actual future operating performance, and other actual events and developments could differ materially from those expressed or implied in forward-looking statements. Important factors that could cause the Company’s actual operating performance or financial condition or other actual events or developments to differ from those expressed or implied in the forward-looking statements include, but are not limited to, the ability of the Company and its subsidiaries to satisfy the conditions precedent to closing the transactions described in this press release and otherwise consummate those transactions. Investors are also directed to consider the risks and uncertainties discussed in other documents the Company has filed with the Securities and Exchange Commission, and in particular, the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on the Company’s behalf.
(1) To be renamed Wilton Reassurance Company. Not affiliated with The Prudential Insurance Company of America.