ITEM 1.01. Entry into a Material Definitive Agreement.
On
On
An affiliate of Purchaser,
The Transaction is expected to close during the second half of 2022. The closing of the Transaction is subject to customary closing conditions, including the receipt of regulatory clearances. The closing of the Transaction does not require the approval of the White Mountains shareholders.
While the SPA contains customary representations and warranties as well as covenants by each of the parties, including certain operating restrictions on the conduct of the business of NSM during the period from the execution of the SPA to the closing of the Transaction, there is limited post-closing recourse to White Mountains for breaches of such terms.
The SPA also contains provisions giving each of Purchaser and Holdings Seller
(on behalf of the Sellers) the right to terminate the SPA under certain
circumstances, including where the closing of the Transaction has not occurred
on or before
The SPA has been filed herewith as Exhibit 10.1, and the description of the SPA set forth above does not purport to be complete and is subject to and qualified in its entirety by the text of the SPA.
The SPA has been included to provide investors with information regarding its
terms. It is not intended to provide any other factual information about White
Mountains or Purchaser or any of their respective businesses, subsidiaries or
affiliates. The representations, warranties and covenants contained in the SPA
(i) were made by the parties thereto only for purposes of that agreement and as
of specific dates; (ii) were made solely for the benefit of the parties to the
SPA; (iii) may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures exchanged between the
parties in connection with the execution of the SPA (such disclosures include
information that has been included in public disclosures, as well as additional
non-public information); (iv) may have been made for the purposes of allocating
contractual risk between the parties to the SPA instead of establishing these
matters as facts; and (v) may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors in
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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This Current Report on Form 8-K may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included or referenced in this filing which address activities, events or developments which White Mountains expects or anticipates will or may occur in the future are forward-looking statements. The words "could", "will", "believe", "intend", "expect", "anticipate", "project", "estimate", "predict" and similar expressions are also intended to identify forward-looking statements. These forward-looking statements include, among others, statements with respect to White Mountains's:
•change in book value per share, adjusted book value per share or return on equity; •business strategy; •financial and operating targets or plans; •incurred loss and LAE and the adequacy of its loss and LAE reserves and related reinsurance; •projections of revenues, income (or loss), earnings (or loss) per share, EBITDA, adjusted EBITDA, dividends, market share or other financial forecasts of White Mountains or its businesses; •expansion and growth of its business and operations; and •future capital expenditures.
These statements are based on certain assumptions and analyses made by White Mountains in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances. However, whether actual results and developments will conform to its expectations and predictions is subject to risks and uncertainties that could cause actual results to differ materially from expectations, including:
•the risks that are described from time to time inWhite Mountains's filings with theSecurities and Exchange Commission , including but not limited to White Mountains's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021 ; •claims arising from catastrophic events, such as hurricanes, earthquakes, floods, fires, severe winter weather, public health crises, terrorist attacks, explosions, infrastructure failures, cyber-attacks or armed conflicts; •recorded loss reserves subsequently proving to have been inadequate; •the market value of White Mountains's investment inMediaAlpha ; •the trends and uncertainties from the COVID-19 pandemic, including judicial interpretations on the extent of insurance coverage provided by insurers for COVID-19 pandemic related claims; •business opportunities (or lack thereof) that may be presented to it and pursued; •actions taken by rating agencies, such as financial strength or credit ratings downgrades or placing ratings on negative watch; •the continued availability of capital and financing; •deterioration of general economic, market or business conditions, including due to outbreaks of contagious disease (including the COVID-19 pandemic) and corresponding mitigation efforts; •competitive forces, including the conduct of other insurers; •changes in domestic or foreign laws or regulations, or their interpretation, applicable to White Mountains, its competitors or its customers; and •other factors, most of which are beyond White Mountains's control.
Consequently, all of the forward-looking statements made in this Current Report on Form 8-K are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by White Mountains will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, White Mountains or its business or operations. White Mountains assumes no obligation to publicly update any such forward-looking statements, whether as a result of new information, future events or otherwise.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
2.1* Securities Purchase Agreement datedMay 9, 2022 by and among Riser Merger Sub, Inc.,White Mountains Catskill Holdings (Luxembourg) S.à r. l.,NSM Insurance HoldCo, LLC and the other parties thereto 99.1 Press Release , datedMay 9, 2022
* Portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K.
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