In the Matter of:
PROPOSED ACQUISITION OF CONTROL OF
SPARTA INSURANCE COMPANY
BY
APOLLO GLOBAL MANAGEMENT, LLC, AND
LEON BLACK, JOSHUA HARRIS, AND MARC ROWAN
DOCKET # EX 18-11
OVERVIEW
On February 20, 2018, APOLLO GLOBAL MANAGEMENT, LLC, and LEON BLACK, JOSHUA HARRIS, and MARC ROWAN (the “Applicants”), filed an application on Form A with the Connecticut Insurance Department (the “Department”) pursuant to Conn. Gen. Stat. §38a-130 and Regs., Conn. State Agencies §38a-138-6 (the “Application”) requesting approval by the Insurance Commissioner of the State of Connecticut for the proposed acquisition of control (the “Proposed Acquisition”) of the Connecticut domestic insurer SPARTA INSURANCE COMPANY (the "Domestic Insurer"). The Proposed Acquisition will be effected pursuant to the terms of an Agreement for the Sale and Purchase of Catalina Holdings (Bermuda) Ltd. (the Domestic Insurer being an indirect wholly owned subsidiary of Catalina Holdings (Bermuda) Ltd.) dated October 10, 2017
Total consideration to be paid by the Applicants in the transaction shall be approximately $875 million, subject to certain possible adjustments set forth in the Purchase Agreement, in connection with the sale of Catalina Shares, less any amount attributable to any Catalina Shares that are retained (or subject to rollover) by the Management Sellers, plus any "ticking fee," as described in the Form A.
As required by Conn. Gen. Stat. §38a-132 and Regs., Conn. State Agencies §38a-138-6 a public hearing will be held on the Proposed Acquisition of the Domestic Insurers within thirty days after the Application is deemed complete in all respects. When the Application is complete, a notice of public hearing will be issued to consider the Proposed Acquisition.
The following is a list of all documents related to the Proposed Acquisition which are available for public viewing. Some documents which include trade secrets or personal data have been exempted from public inspection pursuant to the Connecticut Freedom of Information Act. (see Conn. Gen. Stat. §1-210).
Form-A follow-up Letters and Supplemental Filings
- Letter To The Applicant From The Connecticut Insurance Department, Dated February 23, 2018 (Uploaded: 5/1/2018)
- Letter To The Applicant From The Connecticut Insurance Department, Dated April 24, 2018 (Uploaded: 5/1/2018)
- Letter To The Applicant From The Connecticut Insurance Department, Dated June 27, 2018 (Uploaded: 6/27/2018)
- Email To The Applicant From Connecticut Insurance Department Deeming Application Complete, Dated July 13, 2018 (Uploaded: 7/16/2018)
- Letter To The Connecticut Insurance Department From The Applicant, Dated July 25, 2018 (Uploaded: 7/26/2018)
Amended and Restated Form-A and Supplemental Filings
- Third Party Biographical Affidavit Confirmation Letter, Dated February 28, 2018 (Uploaded: 5/1/2018)
- Applicants' Responses With Attachments To Connecticut Insurance Department Letter Of April 24, 2018, Dated May 29, 2018 (Uploaded: 6/1/2018)
- Amended And Restated Form A Submission Letter - Dated July 6, 2018 (Uploaded: 7/16/2018)
- Amended And Restated Form A Submission Letter - Dated July 13, 2018 (Uploaded: 7/16/2018)
- Amended And Restated Form A Table Of Contents (Uploaded: 7/16/2018)
- Amended And Restated Form A Statement (Uploaded: 7/16/2018)
- Amended And Restated Form A Statement - BLACKLINE (Uploaded: 7/16/2018)
- Exhibit B: Schedule Of Limited Partnerships (Uploaded: 7/16/2018)
- Exhibit C: Organization Charts (Uploaded: 7/16/2018)
- Exhibit D: Biographical Affidavits (Uploaded: 7/16/2018)
- Exhibit E: Business Plan, Including Pro Forma Financial Statements (Uploaded: 7/16/2018)
- Exhibit F: AGM Form 10-K Annual Reports, Including Audited Consolidated Financial Statements Of AGM, And Statements Of Value Of AGM's Class A Shares Beneficially Owned By The Individual Applicants (Uploaded: 7/16/2018)
- Exhibit H: Statutory Financial Statements Of The Domestic Insurer (Uploaded: 7/16/2018)
- Exhibit I: Audited Consolidated Financial Statements Of Catalina (Uploaded: 7/16/2018)
- Exhibit J: AGM Form 10-Q Quarterly Report (Uploaded: 7/16/2018)
- Exhibit K: Pro Forma Deed Of Assignment (Uploaded: 7/16/2018)
- Exhibit L: LLC Agreement Of AGM (Uploaded: 7/16/2018)
- Exhibit M: Agreement Among Principals (Uploaded: 7/16/2018)
- Exhibit N: Terminating Shareholders Agreement (Uploaded: 7/16/2018)
- Exhibit O: Side Letter Of Terminating Shareholders Agreement (Uploaded: 7/16/2018)
- Exhibit P: New Securityholders Agreement (Uploaded: 7/16/2018)
- Exhibit Q: Side Letter To New Securityholders Agreement (Uploaded: 7/16/2018)
- Third Party Biographical Affidavit Confirmation Letter, Dated April 24, 2018 (Uploaded: 7/26/2018)
- Third Party Biographical Affidavit Confirmation Letter, Dated August 13, 2018 (Uploaded: 8/20/2018)
Hearing Information
- Hearing Letter To Applicant From Connecticut Insurance Department, Dated July 13, 2018 (Uploaded: 7/16/2018)
- Notice Of Public Hearing (Uploaded: 7/16/2018)
- Hearing Officer Appointment Order By Katharine L. Wade, Insurance Commissioner, Dated July 20, 2018 (Uploaded: 7/20/2018)
- Notices Of Appearance Filed By William D. Goddard, Esq. And Elizabeth P. Retersdorf, On Behalf Of Apollo Global Management, LLC (Uploaded: 8/1/2018)
- Affidavit Of Publication In The Hartford Courant, Dated July 27, 2018 (Uploaded: 8/1/2018)
- Pre-Filed Hearing Testimony Of Alexander Humphreys Of Apollo Global Management, LLC (Uploaded: 8/7/2018)
- Pre-Filed Hearing Testimony Of Stephen Eisenmann Of Sparta Insurance Company (Uploaded: 8/7/2018)
- Exhibit List For Hearing (Uploaded: 8/9/2018)
- Transcript Of Hearing On August 7, 2018 (Uploaded: 8/9/2018)
- Order And Decision In The Matter Of Proposed Acquisition Of Control Of Sparta Insurance Company By Apollo Global Management, LLC, Et Al. Docket No. EX 18-11 (Uploaded: 8/28/2018)
