UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 15, 2011
Global Indemnity plc
(Exact name of registrant as specified in its charter)
Ireland | 001-34809 | 98-0664891 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Arthur Cox Building Earlsfort Terrace Dublin 2, Ireland |
None | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: +(353) (0) 1 618 0517
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2011, Global Indemnity plc (Nasdaq:GBLI) (Global Indemnity) announced the appointment of Cynthia Y. Valko as Chief Executive Officer of Global Indemnity and a member of the Board of Directors effective September 19, 2011.
Ms. Valko joins Global Indemnity from GMAC Insurance where Ms. Valko served as Senior Vice President Commercial Lines since February 2010. From 2007 through 2010, Ms. Valko served as management consultant for Cerberus Private Equity, directing turnaround/sales transactions for their GMAC Insurance Property and Casualty Businesses. From 1998 through 2006 Ms. Valko was Chief Operating Officer/Executive Vice President of New York Life International. Prior to joining New York Life International, Ms. Valko held numerous positions of increasing responsibility in the insurance industry beginning in 1976.
The terms of Ms. Valkos employment agreement are being finalized at this time.
Larry A. Frakes, current President & Chief Executive Officer of Global Indemnity, will remain on the Board of Directors and employed through the expiration of his contract on December 31, 2011. Effective September 19, 2011, Mr. Frakes will relinquish his duties as Chief Executive Officer and provide assistance to Ms. Valko as she transitions to her new role.
Item 8.01 Other Events.
On September 15, 2011, Global Indemnity issued two press releases, a copy of which is attached as Exhibit 99.1 and Exhibit 99.2 to this report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 | Press Release dated September 15, 2011. | |
99.2 | Press Release dated September 15, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Global Indemnity plc | ||||||
September 15, 2011 | By: | /s/ Linda C. Hohn | ||||
Name: | Linda C. Hohn | |||||
Title: | Vice President and Associate General Counsel |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release dated September 15, 2011. | |
99.2 | Press Release dated September 15, 2011 |
Exhibit 99.1
GLOBAL INDEMNITY PLC - PRESS RELEASE
For release: | September 15, 2011 | |
Contact: | Media | |
Linda Hohn | ||
Associate General Counsel | ||
(610) 660-6862 | ||
lhohn@global-indemnity.com |
GLOBAL INDEMNITY ANNOUNCES CONCLUSION OF ITS EVALUATION OF STRATEGIC ALTERNATIVES
DUBLIN, Ireland - September 15, 2011 - Global Indemnity plc (NASDAQ: GBLI) (Global Indemnity) today announced that its Board of Directors, having completed an evaluation of strategic alternatives, determined to continue as an independent provider of primary and reinsurance specialty insurances products and services.
Enquiries:
Morgan Stanley (Financial Advisor to Global Indemnity)
Colm Donlon: +44 20 7425 5000
Meir Lewis: +1 212 761 4000
About Global Indemnity plc and its subsidiaries
Global Indemnity plc, through its several direct and indirect wholly owned subsidiary insurance and reinsurance companies, provides both admitted and nonadmitted specialty property and casualty insurance coverages in the United States, as well as reinsurance throughout the world.
For more information, visit the Global Indemnity plc website at http://www.globalindemnity.ie.
The directors of Global Indemnity accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Global Indemnity (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Morgan Stanley & Co. Incorporated and certain of its associated entities (Morgan Stanley) are acting as financial advisers to Global Indemnity and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Global Indemnity for providing the protections afforded to the clients of Global Indemnity, respectively, nor for providing advice in relation to the contents of this announcement or any other matter referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
Exhibit 99.2
PRESS RELEASE
For release: | September 15, 2011 | |
Contact: | Media | |
Linda Hohn | ||
Associate General Counsel | ||
(610) 660-6862 | ||
lhohn@global-indemnity.com |
GLOBAL INDEMNITY PLC ANNOUNCES:
| CYNTHIA VALKO WILL BECOME CEO OF GLOBAL INDEMNITY PLC |
| CONCLUSION OF ITS EVALUATION OF STRATEGIC ALTERNATIVES |
| AUTHORIZATION OF A $100 MILLION SHARE REPURCHASE PROGRAM |
DUBLIN, September 15, 2011 /PRNewswire via COMTEX/
Dublin, Ireland (September 15, 2011) Saul Fox, Chairman of Global Indemnity plc (NASDAQ:GBLI), today announced the appointment of Cynthia Valko as Chief Executive Officer of Global Indemnity plc and as a member of the companys Board of Directors, both effective September 19, 2011.
Ms. Valko succeeds Larry Frakes, who had informed Global Indemnitys Board of his intention to retire at the expiration of his contract in December.
In making the announcement Mr. Fox said: We are delighted that Cindy Valko will be leading Global Indemnity given her exemplary record of profitably growing insurance businesses in highly competitive markets, both in the U.S. as well as offshore. I also wish to thank Larry Frakes for his four years of dedicated service as the companys CEO.
Mr. Frakes added, The last several years were very challenging as well as rewarding. I enjoyed working with Saul and the other directors of the Global Indemnity along with the companys producers, employees, and reinsurers and I look forward to working with Cindy as she transitions to her new role.
Cynthia Valko noted, Given Global Indemnitys outstanding balance sheet, national primary insurance and international reinsurance footprint, and first rate management team, Global Indemnity provides an excellent platform for profitable growth.
Cynthia Valko has an extensive property casualty, agency and general insurance company management background and experience, most recently serving as Senior Vice President of Commercial Lines at GMAC Insurance. Ms. Valko has also held leadership roles at New York Life International, Aetna Life and Casualty, the American Council of Life Insurance (ACLI), and the International Global Financial Leadership Forum.
CONCLUSION OF ITS EVALUATION OF STRATEGIC ALTERNATIVES
Global Indemnitys Board of Directors, having completed its previously announced evaluation of the companys strategic alternatives, determined that Global Indemnity will continue as an independent provider of primary and reinsurance specialty insurances products and services.
AUTHORIZATION OF A $100 MILLION SHARE REPURCHASE PROGRAM
Global Indemnitys Board of Directors has also authorized the repurchase of up to $100 million of the Companys Class A ordinary shares. The timing and amount of the repurchase transactions, if any, under this program will depend upon market conditions as well as other factors.
About Global Indemnity plc and its subsidiaries
Global Indemnity plc (NASDAQ:GBLI ), through its several direct and indirect wholly owned subsidiary insurance and reinsurance companies, provides both admitted and nonadmitted specialty property and casualty insurance coverages in the United States, as well as reinsurance throughout the world. Global Indemnity plcs two primary divisions are:
| United States Based Insurance Operations |
| Ireland & Bermuda Based Reinsurance Operations |
For more information, visit the Global Indemnity plc website at http://www.globalindemnity.ie.
Forward-Looking Information
Forward-looking statements contained in this press release are made under safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. The types of risks and uncertainties which may affect the Company are set forth in its periodic reports filed with the Securities and Exchange Commission.
E>
M?LV6S$W3/)J98VW=L9S*9QLT5Y#808N%KM$<&IDDTFIH.A[B6ENEQ:[4XBM>
M:]79B)B9B>>3%SIRFP+5UL1?[4W/+DW38?,1>P[BL
MO(O+4'2)&\A/`?UF.\7):[7'X;G=UA27O/[,<;:O>[Q-!*DS$<96(J^%?C!_ S^.MUG_?V^U_U]WWO:!'O_=S
M?UADHW$=-#:0T/YEZ.U_5WK].7