Continental, a Long-Term Care Insurance Block Buyer, Is Up for Sale

The managers of HC2 Holdings Inc say they are involved in “advanced discussions” to sell Continental Insurance Group Ltd. and Continental General Insurance Company.

HC2 is a publicly traded company based in New York that buys companies in many different industries in addition to insurance.

Continental Insurance is holding company for Continental LTC Inc., and Continental LTC controls Continental General. Continental Insurance and its subsidiaries have gotten attention in the long-term care insurance (LTCI) world by buying several LTCI issuers from their parents.

Resources

The SEC filing feed for HC2, which provides links to documents issued both by HC2 managers and the dissident shareholder group, is available here.
The California Department of Insurance company information search page is available here.
The Continental LTC Inc. website is available here.
An article about HC2′s first high-profile LTCI deal is available here.
An article about HC2′s thoughts on LTCI block deals, as of 2017, is available here.

HC2 has not given any other details about the kind of deal it might be considering.

Philip Falcone, HC2′s chairman, said the company wants to sell the insurance operations to reduce debt levels.

“We are proud of the value and platform that we created at Continental, which is now well positioned for a divestiture, having grown its total adjusted capital base from $86 million, after the 2015 acquisitions of United Teacher Associates Insurance and Continental General, to $334 million as of September 30, 2019,” Falcone said in a comment about the negotiations.

Continental

HC2 first made a splash in the LTCI world in 2015, by acquiring United Teacher Associates and Continental General Insurance from Great American Financial Resources Inc., and by making James Corcoran the executive chairman of the company’s insurance unit.

Corcoran served as the New York state insurance superintendent from 1983 through 1990, under Gov. Mario Cuomo.

Continental later acquired KMG America Corp. and Kanawha Insurance Company from Humana Inc.

Continental has ended up with responsibility for blocks of life and annuity business, as well as LTCI business, but the company’s willingness to consider taking on LTCI risk has gotten the most attention, because LTCI issuers have had trouble finding other parties interested in taking on LTCI risk through reinsurance deals, or through company acquisitions.

Through Continental General and Kanawha reinsurance arrangements, Continental has had, or now has, responsibility for life, annuity and LTCI products written by a number of outside insurers, including Hannover Life Re, Metropolitan Life Insurance Company, and Jackson National Life Insurance Company, according to a copy of Continental General’s 2018 annual statement that’s available in the California Department of Insurance company filing database.

Corcoran continues to be the head of the Continental insurance unit, and the company has four information technology job openings listed.

Opposing Shareholders

A group of HC2 shareholders led by MG Capital Management Ltd. has announced that it is trying to take control of HC2 by getting candidates who are on its side onto the HC2 board.

Percy Rockdale LLC is the stockholding entity that’s officially in charge of nominating the director candidates affiliated with the MG Capital group.

Michael Gorzynski, a member of the MG Capital group, contends in a letter about the proxy fight that HC2 has too much debt, is spending too much money on corporate expenses, has a haphazard corporate strategy, and lacks directors with insurance expertise.

Gorzynski, who is one of the director candidates, says has experience with many large insurance company restructurings.

Gorzynski says another director candidate, Robin Greenwood, a finance professor at the Harvard Business School, also has prowess in the insurance and pension industries.

Gorzynski says HC2 should wait until after its annual meeting before agreeing to sell the insurance operations or taking other major corporate actions.

HC2 says in a response that Percy Rockdale has failed to engage with the HC2 management team or board before starting the proxy fight.

“Percy Rockdale has started a disruptive and potentially value-destroying public campaign at the same time that HC2 believes investors are benefitting from the ongoing execution of the company’s debt reduction strategy,” HC2 says in the response. “Without regard to any distraction, HC2’s board and management team continue to execute its strategic plan to monetize assets and further reduce debt. We believe successful execution of our strategy in the coming months will be HC2’s most powerful and effective response to Percy Rockdale’s campaign.”