Experience Matters

Brief sentence defining representative matters.

• Cash Sponsored Demutualization

  Represented ProAssurance Corporation (NYSE: PRA) as securities and corporate counsel in its acquisition of Podiatry Insurance Company of America (PICA) in a cash sponsored demutualization. In this transaction, PICA, an Illinois domiciled mutual insurance company, was converted from a mutual insurer, and its 10,000+ policyholders received cash funded by ProAssurance. Under the terms of the negotiatied Stock Purchase Agreement, ProAssurance purchased all of PICA's newly issued stock for a cash price of $135 million. Pursuant to the Stock Purchase Agreement, PICA filed a Plan of Conversion with the Illinois Director of Insurance for approval in accordance with the conversion statute in the Illinois Insurance Code. The Plan of Conversion was approved by the Illinois Department of Insurance in January 2009, approved by the PICA stockholders on March 31, 2009, and closed on April 1, 2009. Representation included preparation and negotiation of the acquisition agreement, regulatory approval of Illinois Insurance Department, tax advice, and HSR anti-trust filing.

• Acquisition

  Handled cash sponsored conversion of Independent Nevada Doctors Insurance Exchange ("IND"), in which IND will be converted from a reciprocal insurance exchange to a stock insurer with its subscriber policyholders receiving cash funded by ProAssurance through conversion of all of IND's newly issued shares through simultaneous cash merger. Prepared and negotiated acquisition agreement, regulatory approval of Nevada Insurance Department, tax advice. Undisclosed award.

• Acquisition

  Represented ProAssurance Corporation (NYSE: PRA) in the acquisition of American Physicians Service Group, Inc. (NASDAQ: AMPH), a public insurance holding company, in a cash merger having a value of $233 million. Transaction involved change of control of American Physicians Insurance Company, a Texas insurer, which required approval of Form A filed with the Texas Department of Insurance. Representation included preparation and negotiation of the acquisition agreement, regulatory approval of Texas Insurance Department, tax advice, and HSR anti-trust filing.

• Acquisition

  Handled the stock merger of insurance company in which ProAssurance issued shares of its common stock to shareholders of Physicians Insurance Company (PIC) of Wisconsin pursuant to SEC registration statement. Prepared and negotiated acquisition agreement, regulatory approval of Wisconsin Insurance Department, SEC registration of stock issued in merger, tax advice, HSR anti-trust filing.

• Acquisition

  Handled cash sponsored demutualization of Medmarc Mutual in which Medmarc was converted from a mutual insurer with its member policy holders receiving cash funded by ProAssurance through purchase of all of Medmarc's newly issued shares. Prepared and negotiated acquisition agreement, regulatory approval of Vermont Insurance Dept, tax advice, HSR anti-trust filing.