Business News
The PMI Group, Inc. Announces Agreement for Sale of Australian Operations to QBE Insurance Group Limited
2008-08-14 02:14:00
Agreement in Principle reached to sell PMI Mortgage Insurance Asia Ltd.
SYDNEY, Australia and WALNUT CREEK, Calif., Aug. 14
/EMWNews/ -- The PMI Group, Inc. (NYSE: PMI) today announced
that it has entered into a definitive agreement to sell its Australian
mortgage insurance subsidiary and related Australian holding company to QBE
Insurance Group Limited ("QBE"), Australia's largest international general
insurance and reinsurance group. This transaction will enhance PMI's
overall liquidity and support opportunities for its U.S. mortgage insurance
operations.
The purchase price is approximately 100% of the net tangible asset
value of PMI Australia under U.S. GAAP as of June 30, 2008. The aggregate
purchase price payable upon closing is approximately $920 million, subject
to adjustment under certain limited circumstances, including in the event
of a material adverse change in PMI Australia's business prior to closing.
The purchase price will be payable 80% in cash at closing and 20% payable
in the form of an interest-bearing promissory note issued by QBE. The
promissory note matures and is payable in September 2011, and the actual
amount payable on the note could be reduced to the extent that the
performance of PMI Australia's existing insurance portfolio as of June 30,
2008 does not achieve specified targets. Interest will be accrued from July
1, 2008 for the cash component of the purchase price until the closing of
the transaction and through September 2011 for the note. In connection with
the transaction, PMI will also fund premiums of approximately $46.5 million
to assist in procuring an excess of loss reinsurance cover for PMI
Australia. The agreement provides for reinsurance profit-sharing for
one-half of the reinsurance premiums at the end of the three-year policy
life, subject to certain conditions.
"This transaction is a strategic move that will benefit both
companies," said Steve Smith, Chairman & CEO of The PMI Group, Inc. "PMI
Australia's customers will benefit from the financial strength, expertise,
and operational excellence of QBE, and PMI Australia's employees will gain
the scale and resources QBE will bring them to expand and grow their
business in Australia. We are extremely proud of the business operations
that our Australian team, with assistance and support from our U.S. team,
has built and the reputation for outstanding customer service that PMI
Australia enjoys in the mortgage market." Mr. Smith added, "this
transaction also represents an important step in our five-point plan for
progress, specifically maintaining our financial strength and focusing on
our core U.S. mortgage insurance business."
PMI Mortgage Insurance Co. acquired the Australian operations in 1999
from AMP Limited, a large Australian insurance and financial services
company. In 2001, PMI Mortgage Insurance Co. acquired CGU's Australian
mortgage insurance company. The combined operations of the AMP and CGU
acquisitions became PMI Australia.
PMI and QBE have also reached an agreement in principle for the sale of
PMI Asia, based in Hong Kong. The net tangible assets of PMI Asia as of
June 30, 2008 were approximately $55 million. Details of this transaction
will be announced when a definitive agreement between the parties has been
executed.
Closing of the transactions is subject, among other things, to the
receipt of necessary regulatory, bank and other third party approvals and
consents. Closing is expected to be completed before the end of September
2008.
Credit Suisse and Caliburn Partnership acted as financial co-advisors
to The PMI Group, Inc. Allens Arthur Robinson and Sullivan & Cromwell LLP
provided legal advice to The PMI Group, Inc.
About The PMI Group, Inc.
The PMI Group, Inc. (NYSE: PMI), headquartered in Walnut Creek, CA,
provides innovative credit, capital, and risk transfer solutions that
expand homeownership and fund essential services for our customers and the
communities they serve around the world. Through its wholly and partially
owned subsidiaries, PMI offers residential mortgage insurance and credit
enhancement products, financial guaranty insurance, and financial guaranty
reinsurance. PMI has operations in Asia, Australia and New Zealand, Europe,
and the United States. For more information: http://www.pmigroup.com.
About QBE Insurance Group Limited
QBE Insurance Group Limited is Australia's largest international
general insurance and reinsurance group, and one of the top 25 insurers and
reinsurers worldwide.
Cautionary Statement: Statements in this press release that are not
historical facts, or that relate to future plans, events or performance are
"forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned that forward-looking
statements by their nature involve risk and uncertainty because they relate
to events and depend on circumstances that will occur in the future. Many
factors could cause actual developments to differ materially from those
expressed or implied by forward-looking statements. For example, there can
be no assurance that regulatory, bank or other third party consents and
approvals will be obtained, that other conditions to the sale of PMI
Australia to QBE will be satisfied, that the sale will completed or, if
completed, that the purchase price payable will not be reduced as a result
of material adverse developments affecting PMI Australia's business prior
to closing. In addition, there can be no assurance that a definitive
agreement will be entered into for the sale of PMI Asia to QBE, or, if
entered into, that the sale of PMI Asia will be completed. Other risks and
uncertainties are discussed in our SEC filings, including our Annual Report
Form 10-K for the year ended December 31, 2007 (in Item 1A) and Form 10-Q
for the quarters ended March 31, and June 30, 2008. We undertake no
obligation to update forward-looking statements.
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