JAMES RIVER GROUP HOLDINGS, LTD. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
Item 1.01 Entry Into a Material Definitive Agreement.
On
Company
JRIC, "James River"), two principal subsidiaries of
Ltd.
Agreement (the "Reinsurance Agreement") with
wholly owned captive insurer of Uber Technologies, Inc. ("Uber"). In addition,
James River entered into a related trust agreement with
Bank
Under the Reinsurance Agreement, Aleka reinsured (without an aggregate limit)
losses arising on and after
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
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
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
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
Effective Date through
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
2021
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
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 datedSeptember 27, 2021 betweenJames River Insurance Company andJames River Casualty Company , andAleka Insurance, Inc. 10.2 Trust Agreement datedSeptember 27, 2021 amongJames River Insurance Company andJames River Casualty Company ,Aleka Insurance, Inc. , andWells Fargo Bank, N.A. 99.1 Press Release datedSeptember 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 theSecurities and Exchange Commission upon request.
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