Pursuant to M.G.L. Chapter 175, § 206B, an application has been made to the Massachusetts Commissioner of Insurance (the "Commissioner") by SPARTA Insurance Holdings, Inc. (the "Applicant"), together with certain shareholders of the Applicant (collectively referred to as "co-Applicants") set forth below, for approval of a proposal to acquire control of American Employers' Insurance Company (the "Insurer"), a Massachusetts domestic insurance company. The Applicant, a Delaware general business corporation, proposes to acquire 100% of the stock of the Insurer pursuant to a stock purchase agreement between Pennsylvania General Insurance Company, the Seller, and its affiliate OneBeacon Insurance Company. According to the application, "The Applicant was formed to acquire and maintain an insurance company subsidiary that will provide certain commercial lines insurance products. Such lines of business will include commercial automobile, general liability, property and workers compensation."
The co-Applicants, which on an affiliated basis, own or will own over 10% of the Applicant's stock, include Corsair Capital, L.L.C; Corsair III Management, L.P.; Corsair III Offshore Management, L.P.; Corsair III Financial Services Capital Partners, L.P.; and Corsair III Financial Services Offshore 892 Partners, L.P.; York Capital Management, L.P.; York Select, L.P.; York Select Unit Trust; York Investment Limited; York Select Domestic Holdings, L.L.C.; York Select Offshore Holdings, L.L.C; Dinan Management, L.L.C; York Offshore Holdings Limited; MTGLQ Investors, L.P.; MLQ, L.L.C.; and The Goldman Sachs Group, Inc.
The Commissioner will conduct a public hearing pursuant to M.G.L. c. 175, § 206B to determine whether to approve the proposed acquisition of control. The hearing will commence on July 17, 2007 at 10:00 a.m. at the Division of Insurance, 5th Floor, One South Station, Boston, MA 02110-2208. Documents filed in connection with this proposed acquisition of control are available for public inspection at the Division of Insurance, One South Station, Boston, MA 02110-2208.
The purpose of this public hearing is to afford those persons identified in M.G.L. c. 175, § 206B(d)(2) the opportunity to present evidence, to examine and cross-examine witnesses, to offer oral and written argument and, in connection therewith, to conduct discovery proceedings in the same manner as in the Superior Court Department of the Trial Court. Any discovery proceedings shall be concluded no later than three days prior to the commencement of the hearing.
Any person identified in M.G.L. c. 175, § 206B(d)(2) who wishes to participate in the July 17, 2007 hearing must submit, on or before July 13, 2007, a Notice of Intent to Participate, setting forth the statutory basis for participation. The Notice of Intent to Participate must specify the basis for the asserted interest in the proposed acquisition of control, if applicable, as well as whether the person intends to make an oral statement, present evidence or cross examine witnesses.
If the Commissioner determines that a person's interest may be affected by the proposed acquisition of control, that person may participate at the hearing following presentations by the Applicant, co-Applicants and/or the Insurer, and before any other persons the Commissioner may recognize at the hearing. The length of any oral statements, presentations of evidence or examinations of witnesses may be limited at the discretion of the Commissioner. Written argument may be submitted at any time prior to the conclusion of the hearing.
All submissions, including the written Notice of Intent to Participate, must be sent to: Docket Clerk, Hearings and Appeals, Division of Insurance, One South Station, Boston, MA 02110-2208, and must refer to Docket No. F2007-01.
Dated: June 26, 2007
Nonnie S. Burnes
Commissioner of Insurance