Subsequent Events |
6 Months Ended |
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Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events On July 21, 2026 the Company announced that it entered into a Membership Interest Purchase Agreement, with Medical Mutual of Ohio (MMO), pursuant to which the Company will acquire all of the equity interests of Employee Services LLC, a New York limited liability company (ESI). Pursuant to the Membership Interest Purchase Agreement and subject to the terms and conditions set forth in the Membership Interest Purchase Agreement, the Company will acquire all of the equity interests of ESI for approximately $115 million. The purchase price will be funded with cash on hand or borrowings under the Company’s existing credit facility. The Agreement and the consummation of the transactions contemplated therein have been approved by the Company’s Board of Directors. The closing of the ESI Acquisition is expected to occur in the fourth quarter of 2026, subject to the satisfaction or waiver of applicable closing conditions. Also on July 21, 2026, the Company announced that it entered into a Master Transaction Agreement, with MMO and Medical Mutual Life Insurance Company (MML), pursuant to which (i) the Company agreed to acquire all of the issued and outstanding shares of the common stock of Reserve National Insurance Company, an insurance company organized under the laws of the State of Illinois (RNIC), and (ii) MML agreed to reinsure to an affiliate of the Company the group life and disability insurance contracts (such reinsurance, the Reinsurance Transaction and together with the Stock Purchase, the Acquisition). Subject to the terms and conditions of the Master Transaction Agreement, the Company will acquire all of the outstanding stock of RNIC for a purchase price of approximately $125 million, and the Company’s applicable affiliate will pay MML a ceding commission of approximately $7.4 million in connection with the Reinsurance Transaction. With respect to the purchase of RNIC, the net purchase price includes approximately $10 million of excess statutory capital expected to remain in RNIC at closing. The purchase price and ceding commission will be funded with cash on hand and borrowings under the Company’s existing credit facility. The existing Medicare supplement insurance policies of RNIC will be excluded from the Acquisition, and prior to the closing of the Acquisition, will be reinsured by RNIC to MMO or otherwise transferred out of RNIC. The Master Transaction Agreement and the consummation of the transactions contemplated therein have been approved by the Company’s Board of Directors. The closing of the Acquisition is expected to occur in the first quarter of 2027, subject to the satisfaction or waiver of applicable closing conditions as well as approval by certain regulators.
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