8-K

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): January 1, 2015

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.)

25/28 North Wall Quay Dublin 1 Ireland	None
(Address of principal executive offices)	(Zip Code)

Registrant’s 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 2.01 Completion of Acquisition or Disposition of Assets.

On January 1, 2015, Global Indemnity Group, Inc. (“Buyer”), a subsidiary of Global Indemnity plc (“Global Indemnity”), completed its acquisition of American Reliable Insurance Company (“American Reliable”) as contemplated by the Stock Purchase Agreement (the “Stock Purchase Agreement”) with American Bankers Insurance Group, Inc. (“Seller”), solely for the purposes of Sections 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.9, 5.11, 5.14, 5.15(b), 5.16, 5.18 and 5.22 and Article XI thereof, Assurant, Inc. and, solely for the purposes of Article XI thereof, Global Indemnity.

Pursuant to the Stock Purchase Agreement, Buyer has purchased, and the Seller has sold, all of the issued and outstanding capital stock of American Reliable. In a transaction with an enterprise value of approximately $394,000,000, Buyer paid approximately $114 million in cash to Seller at closing and assumed approximately $280,000,000 in customary insurance related liabilities, obligations, and mandates.

The foregoing description of the Stock Purchase Agreement and the transaction contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is attached as Exhibit 2.1 to Global Indemnity’s current report on Form 8-K filed on October 21, 2014 and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

On January 5, 2015, Global Indemnity issued a press release announcing that Buyer completed its acquisition of American Reliance. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into the filings of Global Indemnity under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial information required by Item 9.01(a) of this Form 8-K has not been included with this filing and will be filed by amendment to this Form 8-K not later than seventy-one (71) calendar days after the date that this Form 8-K must be filed.

(b) Pro forma financial information.

The financial information required by Item 9.01(b) of this Form 8-K has not been included with this filing and will be filed by amendment to this Form 8-K not later than seventy-one (71) calendar days after the date that this Form 8-K must be filed.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Global Indemnity plc dated January 5, 2015

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
January 5, 2015	By:	/s/ Linda C. Hohn
	Name:	Linda C. Hohn
	Title:	Vice President and Associate General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Global Indemnity plc dated January 5, 2015

EX-99.1

Exhibit 99.1

PRESS RELEASE

For release:	January 5, 2015
Contact:	Media
	Linda Hohn
	Associate General Counsel
	(610) 660-6862
	lhohn@global-indemnity.com

Global Indemnity Purchases American Reliable Insurance Company

DUBLIN, Ireland, January 5, 2015 – Global Indemnity plc’s (NASDAQ: GBLI) U.S. affiliate today announced that it has completed its previously announced agreement to purchase American Reliable Insurance Company from Assurant, Inc. (NYSE: AIZ) having satisfied all closing conditions. In a transaction with an enterprise value of approximately $394,000,000, Global Indemnity’s U.S. division paid approximately $114 million in cash to Assurant at closing and assumed approximately $280,000,000 in customary insurance related liabilities, obligations, and mandates. American Reliable, with facilities in Scottsdale, Arizona, and Omaha, Nebraska, writes specialty personal lines and agricultural property and casualty insurance, in each case distributed through a network of general and independent agents.

Cindy Valko, Global Indemnity’s Chief Executive remarked: “We are pleased to welcome American Reliable to the Global Indemnity family. The combined company brings great value to its employees and wholesale and MGA partners, with its complementary products, infrastructure, and underwriting expertise.” Cindy Valko added: “This is an exciting milestone for Global Indemnity as we continue our commitment to profitable growth.”

About Global Indemnity 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 non-admitted specialty property and casualty insurance coverages in the United States, as well as reinsurance worldwide. Global Indemnity plc’s two primary segments are:

• United States Based Insurance Operations

• 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 the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties that could cause actual results to differ materially from the expectations expressed in the forward-looking statements. Factors which could cause actual results to differ from those contemplated in any such forward-looking statements include, but are not limited to the risk that the conditions to the closing of the transaction are not satisfied, risks that the proposed transaction disrupts the current plans and operations of American Reliable or Global Indemnity, the risk that American Reliable’s earnings could be more or less than anticipated and unexpected costs, charges or expenses resulting from the transaction. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive. Please see our periodic reports filed with the Securities and Exchange Commission for a discussion of the risks and uncertainties which may affect us and for a more detailed discussion of our cautionary note regarding forward-looking statements. Global Indemnity undertakes no intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.