State of Connecticut
 
Connecticut Insurance Department

PROPOSED ACQUISITION OF CONTROL - DOCKET # EX 16-111

In the Matter of:

PROPOSED ACQUISITION OF CONTROL OF
VANTIS LIFE INSURANCE COMPANY
BY
THE PENN MUTUAL INSURANCE COMPANY
DOCKET # EX 16-111


OVERVIEW

On October 21, 2016, THE PENN MUTUAL LIFE INSURANCE COMPANY (“Penn Mutual”), a Pennsylvania life insurance company filed an application on Form A with the Connecticut Insurance Department (the “Department”) pursuant to Conn. Gen. Stat. §38a-130 and Conn. Agencies Regs. §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 VANTIS LIFE INSURANCE COMPANY (“Vantis”). The Proposed Acquisition will be effected pursuant to the terms of an Agreement and Plan of Merger dated October 7, 2016.

Total consideration to be paid by Penn Mutual in the Transaction shall be an amount equal to the difference of (as defined in the Agreement and Plan of Merger): (i) the sum of (A) an amount equal to the Closing Company Statutory Capital and Surplus Amount, plus (B) $20,000,000, less (ii) an amount equal to the Special Dividend Amount.

The Insurance Commissioner (“Commissioner”) is required by Conn. Gen. Stat. § 38a-132 and section 38a-138-6 of the Regulations of Connecticut State Agencies to hold a public hearing on the Proposed Acquisition of the Domestic Insurer within thirty days after the Commissioner determines that the Application is complete in all respects. When the Department determines that the Application is complete, the Commissioner will issue a notice of public hearing 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).

  1. Form A Submission Letter – Dated October 20, 2016
  2. Form A Checklist
  3. Form A Application
  4. Exhibit 1 Form A Application – Agreement And Plan Of Merger – Dated October 7, 2016
  5. Exhibit 2 Form A Application – Schedules To The Agreement And Plan Of Merger – Dated October 7, 2016
  6. Exhibit 3 Form A Application – Pre-Merger Organizational Chart For Penn Mutual
  7. Exhibit 4 Form A Application – Post-Merger Organizational Chart For Penn Mutual
  8. Exhibit 5 Form A Application – Biographical Affidavits For The Directors And Executive Officers Of Penn Mutual
  9. Exhibit 6 Form A Application – 2015 Statutory Financial Statements And Supplemental Schedules Of Penn Mutual
  10. Exhibit 7 Form A Application – 2014 Statutory Financial Statements And Supplemental Schedules Of Penn Mutual
  11. Exhibit 8 Form A Application – 2013 Statutory Financial Statements And Supplemental Schedules Of Penn Mutual
  12. Exhibit 9 Form A Application – 2012 Statutory Financial Statements And Supplemental Schedules Of Penn Mutual
  13. Exhibit 10 Form A Application – 2011 Statutory Financial Statements And Supplemental Schedules Of Penn Mutual
  14. Exhibit 11 Form A Application – 2016 Quarterly Report For Period Ended June 30, 2016 Of Penn Mutual
  15. Exhibit 12 Form A Application – Three Year Pro Forma Financial Projections Of Penn Mutual And Vantis
  16. Exhibit 13 Form A Application – 2015 Annual Report Of Vantis
  17. Exhibit 14 Form A Application – 2014 Annual Report Of Vantis
  18. Exhibit 15 Form A Application – 2013 Annual Report Of Vantis
  19. Exhibit 16-A Form A Application – A.M. Best’S Credit Report On Penn Mutual – Dated April 13, 2016
  20. Exhibit 16-B Form A Application – Moody’S Financial Strength Rating Report Of Penn Mutual – Dated October 11, 2016
  21. Exhibit 16-C Form A Application – Standard And Poor’S Financial Strength Rating Report Of Penn Mutual – Dated December 15, 2015
  22. Exhibit 17 Form A Application – Disclosure Regarding Material Litigation By Penn Mutual
  23. Exhibit 18 Form A Application – Penn Mutual’S Business/Operations Plan For Vantis, Filed On The NAIC Uniform Certificate Of Authority Application


Form-A follow-up Letters and Supplemental Filings

  1. Letter To The Penn Mutual Life Insurance Company Requesting A Supplemental Filing From Connecticut Insurance Department, Dated November 18, 2016 (Uploaded: 11/21/2016)
  2. Letter To The Connecticut Insurance Department Responding To Request For Supplemental Filing From Penn Mutual, Dated November 23, 2016. (Uploaded: 12/2/2016)
  3. Email To Penn Mutual From The Connecticut Insurance Department Regarding The Application Being Complete, Dated November 28, 2016. (Uploaded: 12/2/2016)
  4. Letter To The Connecticut Insurance Department Responding To Letter Of November 28, 2016 From Penn Mutual, Dated December 1, 2016. (Uploaded: 12/2/2016)
  5. Letter From Pennsylvania Insurance Department To Penn Mutual Regarding Acceptance Of December 31, 2015 Report Of Examination, Dated November 4, 2016. (Uploaded: 12/7/2016)
  6. Order Of Pennsylvania Insurance Department Adopting December 31 2015 Report Of Examination Of Penn Mutual, Dated November 4, 2016. (Uploaded: 12/7/2016)
  7. Report Of Examination Of Penn Mutual As Of December 31, 2015. (Uploaded: 12/7/2016)
  8. Letter To The Connecticut Insurance Department From Penn Mutual With Additional Information, Dated October 20, 2016. (Uploaded: 12/9/2016)
  9. Letter To Penn Mutual From The Connecticut Insurance Department Acknowledging Receipt Of Application, Dated October 27, 2016. (Uploaded: 12/9/2016)
  10. Letters From Business Information Group. (Uploaded: 12/9/2016)
  11. Letter To The Connecticut Insurance Department From Penn Mutual Regarding Administrative Action Notification, Dated December 8, 2016. (Uploaded: 12/9/2016)


Amended and Restated Form-A and Supplemental Filings

  1. Amended And Restated Form-A Submission And Response Letter (Uploaded: 11/29/2016)
  2. Penn Mutual – Amended And Restated Connecticut Form A Statement - Blacklined (Uploaded: 11/29/2016)
  3. Penn Mutual – Amended And Restated Connecticut Form A Statement (Uploaded: 11/29/2016)
  4. Table Of Contents – Supplemental Exhibits (Uploaded: 11/29/2016)
  5. Exhibit 2 – Exhibit To The Agreement And Plan Of Merger – Exemplar Lease Agreement (Uploaded: 11/29/2016)
  6. Exhibit 5 – Biographical Affidavit (Uploaded: 11/29/2016)
  7. Exhibit 12 – Originally Submitted Pro Formas With Updated Numbers - Blacklined (Uploaded: 11/29/2016)
  8. Exhibit 12 – Originally Submitted Pro Formas With Updated Numbers (Uploaded: 11/29/2016)
  9. Exhibit 12 – Revised Pro Formas Of Vantis NY (Uploaded: 11/29/2016)
  10. Exhibit 12 – Revised Pro Formas Of Vantis (Uploaded: 11/29/2016)
  11. Exhibit 16-A – Rating Agency Comments From AM Best 1 (Uploaded: 11/29/2016)
  12. Exhibit 16-A – Rating Agency Comments From AM Best 2 (Uploaded: 11/29/2016)
  13. Exhibit 16-C – Rating Agency Comments From S&P Global (Uploaded: 11/29/2016)
  14. Exhibit 17 – Disclosure Regarding Material Litigation - Blacklined (Uploaded: 11/29/2016)
  15. Exhibit 17 – Disclosure Regarding Material Litigation (Uploaded: 11/29/2016)
  16. Exhibit 18 – Plan Of Operation - Narrative (Uploaded: 11/29/2016)
  17. Exhibit 19 Form A Application – Management Discussion And Analysis (Uploaded: 11/29/2016)
  18. Exhibit 20 Form A Application – 2016 Quarterly Report For Period Ended September 30, 2016 Of Penn Mutual (Uploaded: 11/29/2016)
  19. Exhibit 21 Form A Application – 2016 Quarterly Report For Period Ended September 30, 2016 Of Vantis (Uploaded: 11/29/2016)




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