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ITEM 8.01. OTHER EVENTS
On December 20, 2012, Star Insurance Company, a wholly owned subsidiary of
Meadowbrook Insurance Group, Inc., on behalf of itself and its insurance company
subsidiaries and affiliates, entered into a Multiple Line Quota Share
Reinsurance Contract (the "Contract") with Swiss Reinsurance America Corporation
(the "Reinsurer"). Star Insurance Company, and its insurance company
subsidiaries and affiliates, are collectively referred to as the "Company."
The Contract shall become effective 12:01 a.m., EST on December 31, 2012 and
shall remain in effect until terminated, as further described below. The Company
will cede 50% of its unearned premium relating to certain specified portions of
its commercial property and casualty business (as defined by the Company) under
policies in force, issued or renewed on or after the effective date and before
the termination date of the Contract. The ceded unearned premium is expected to
be approximately $90.0 to $100.0 million. Commencing January 1, 2013, the
Company will cede 25% of its direct written premium relating to the same defined
business. The ceded written premium in 2013 is expected to be between $90.0 and
Under the Contract, the Company will receive a provisional ceding commission
allowance of 35% of the premium ceded under the Contract. Subject to the terms
and conditions of the Contract, the Company may receive an additional commission
based upon the profitability of the defined business.
In addition to customary termination rights for an agreement of this type, the
Contract may be terminated by the Reinsurer upon 30 days' prior notice following
the Reinsurer's receipt of notification by the Company of a reduction of 25% or
more of the Company's policyholder surplus during any calendar year.
The liability of the Reinsurer shall not exceed 80% of the ceded net earned
premium, subject to a maximum of $370,000,000 for the first annual period under
the Contract. Property catastrophe losses assigned a PCS Catastrophe Serial
Number by Property Claims Services, Inc.
The statements made by the Registrant under this item constitute forward-looking
statements. Please refer to the Registrant's most recent 10-K, 10-Q, and other
Securities and Exchange Commission filings for more information on risk factors.
Actual results could differ materially. These forward-looking statements involve
risks and uncertainties including, but not limited to the following: premium
volume and operating leverage, the frequency and severity of claims;
uncertainties inherent in reserve estimates; catastrophic events; a change in
the demand for, pricing of, availability or collectability of reinsurance;
increased rate pressure on premiums and on underwriting criteria; ability to
obtain rate increases in current market conditions; investment rate of return
and losses (whether realized or unrealized) in our investment portfolio; changes
in and adherence to insurance or other regulation; actions taken by regulators,
rating agencies or lenders, including possible downgrade of our current A-
financial strength rating; attainment of certain processing efficiencies;
changing rates of inflation; impairment of intangibles; general economic
conditions; our possible ability to implement our capital raising and capital
preservation strategies in a timely manner; and other risks identified in our
reports and registration statements filed with the Securities and Exchange
Commission, any of which may have a material and adverse effect on our results
of operations and financial condition. The Registrant is not under any
obligation to (and expressly disclaims any such obligation to) update or alter
its forward-looking statements whether as a result of new information, future
events or otherwise.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
d. The following exhibit is hereby filed as part of this Current Report
on Form 8-K:
99.1 Press Release issued by Meadowbrook Insurance Group on December