JAMES RIVER GROUP HOLDINGS, LTD. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits - Insurance News | InsuranceNewsNet

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September 30, 2021 Newswires
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JAMES RIVER GROUP HOLDINGS, LTD. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

Edgar Glimpses

Item 1.01 Entry Into a Material Definitive Agreement.

On September 27, 2021 (the "Contract Effective Date"), James River Insurance
Company
("JRIC") and James River Casualty Company ("JRCC" and together with
JRIC, "James River"), two principal subsidiaries of James River Group Holdings,
Ltd.
(the "Company"), entered into a Loss Portfolio Transfer Reinsurance
Agreement (the "Reinsurance Agreement") with Aleka Insurance, Inc. ("Aleka"), a
wholly owned captive insurer of Uber Technologies, Inc. ("Uber"). In addition,
James River entered into a related trust agreement with Aleka and Wells Fargo
Bank
, N.A. The transaction closed upon signing.

Under the Reinsurance Agreement, Aleka reinsured (without an aggregate limit)
losses arising on and after July 1, 2021 (the "Financial Effective Date") under
substantially all of the insurance policies previously issued by James River to
affiliates of Aleka (collectively, the "Reinsured Contracts") for which James
River is not otherwise indemnified by Uber or its affiliates, in exchange for a
reinsurance premium of $345.1 million (the "Premium"). Pursuant to the
Reinsurance Agreement, (i) an administrator was appointed to handle the open
claims under the Reinsured Contracts, for which James River contributed to Aleka
a portion of the administrator's fee equal to $11.8 million upfront on the
Contract Effective Date, which was included in the Premium; (ii) Aleka will post
collateral to a trust account (the "LPTA Trust Account") to support its
obligations under the Reinsurance Agreement in an amount equal to 102% of James
River's estimate of Aleka's obligations under the Reinsurance Agreement, which
equaled $312.4 million as of the Contract Effective Date; (iii) James River will
withdraw funds from the LPTA Trust Account to reimburse the administrator for
claims payments; and (iv) exclusions from coverage under the Reinsurance
Agreement include liabilities associated with certain extracontractual and
excess of policy limits claims payments, amounts recoverable by James River
under its existing third party reinsurance agreements, and a subset of claims
James River must retain in order to participate in a state reinsurance fund. The
Premium, net of $27.5 million for paid losses from and including the Financial
Effective Date through August 31, 2021, was deposited into the LPTA Trust
Account to serve as collateral, with the excess over the required collateral
amount subsequently remitted to Aleka.

Copies of the Reinsurance Agreement and Trust Agreement are filed as Exhibits
10.1 and 10.2 to this Current Report on Form 8-K, respectively. Each of the
Reinsurance Agreement and the Trust Agreement is incorporated herein by
reference. The foregoing description of the Reinsurance Agreement and the Trust
Agreement in this report is qualified in its entirety by the terms of the
Reinsurance Agreement and the Trust Agreement.

Item 7.01 Regulation FD Disclosure.

The Company is furnishing a copy of the press release it issued on September 30,
2021
(the "Public Announcement") as Exhibit 99.1 to this Current Report on Form
8-K. The Public Announcement announced the reinsurance transaction described in
Item 1.01 of this Current Report on Form 8-K.

The information provided pursuant to this Item 7.01, including Exhibit 99.1 in
Item 9.01, is "furnished" and shall not be deemed to be "filed" with the
Securities and Exchange Commission or incorporated by reference in any filing
under the Securities Exchange Act of 1934, as amended, or the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in any such filings.

Item 9.01 Financial Statements and Exhibits.




 (d) Exhibits



The following Exhibits are furnished as a part of this Form 8-K:

Exhibit No. Description

   10.1*        Loss Portfolio Transfer Reinsurance Agreement dated September 27,
              2021 between James River Insurance Company and James River Casualty
              Company, and Aleka Insurance, Inc.
   10.2         Trust Agreement dated September 27, 2021 among James River Insurance
              Company and James River Casualty Company, Aleka Insurance, Inc., and
              Wells Fargo Bank, N.A.
   99.1         Press Release dated September 30, 2021
              Cover Page Interactive Data File (embedded within the Inline XBRL
    104       document)


  * Pursuant to Item 601(a)(5) of Regulation S-K, the Schedules to this Exhibit
    have been omitted. A copy of the omitted schedules will be furnished to the
    Securities and Exchange Commission upon request.

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