CNO Financial Group has announced that it has entered into a definitive agreement to sell 100% of the common stock of Conseco Life Insurance Company ("CLIC"), a wholly owned life insurance subsidiary consisting primarily of closed block interest-sensitive and traditional life insurance and annuities, to Wilton Reassurance Company ("Wilton Re").
The transaction, when completed, will reduce statutory run-off reserves by $3.4 billion. These reserves are reported in the Other CNO Business segment.
As part of the agreement, Bankers Life and Casualty Company ("Bankers Life"), a wholly owned life insurance subsidiary, will recapture approximately $160 million of traditional life reserves previously reinsured to Wilton Re, paying $28 million.
CNO also announced that its board of directors has approved an increase in the quarterly dividend to $0.06 per share on the Company’s common shares, representing a 100% increase. The dividend will be payable March 24, 2014, to shareholders of record at the close of business on March 14, 2014.
"The disposition of these low returning and historically volatile closed-blocks of business marks another significant milestone for the company," said Ed Bonach, CEO. "The divestiture of CLIC and the recently announced LTC reinsurance transaction enable us to shed the legacy of the past and devote our attention to our core business segments and meeting the needs of the fast growing and under-served middle-income market. These transactions will unlock stranded capital, be accretive to ROE, reduce the risk profile of the company and further support the decision to double our common stock dividend."
The purchase price consists of the value ascribed to the closed blocks of business plus CLIC’s statutory capital and surplus at closing. CLIC’s capital and surplus is expected to benefit by approximately $36 million from certain intercompany transactions which will transfer accident and health business out of CLIC prior to closing. Based on CLIC’s capital and surplus as of December 31, 2013 and the expected benefit from the intercompany transactions, the purchase price would be approximately $237 million. The proceeds will be further adjusted to reflect CLIC’s actual statutory capital and surplus at the time of closing.
CNO estimates that the announced transactions will result in a pro forma* GAAP after tax loss of approximately $303 million and a reduction to shareholders’ equity of approximately $447 million (including the impact of the reduction to net unrealized gains included in accumulated other comprehensive income). The transactions will increase deployable capital and are expected to have no material impact to leverage as a portion of the proceeds are required to pay down debt.
The sale of CLIC is subject to customary closing conditions and certain regulatory approvals, and is expected to close mid-year 2014.
RBC Capital Markets, LLC serves as financial advisor and Willkie Farr & Gallagher LLP serves as legal counsel for CNO in this transaction.