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Acquisitions
6 Months Ended
Jun. 30, 2011
Acquisitions  
Acquisitions

3. Acquisitions

On July 1, 2011, the Company completed the previously announced acquisition of Chaucer Holdings PLC ("Chaucer"). Shareholders of Chaucer received 53.3 pence for each Chaucer share, which was paid in either cash or loan notes to those shareholders who elected to receive such notes in lieu of cash. The closing of the acquisition followed approval of the transaction by Chaucer shareholders on June 7, 2011, subsequent court approval in the UK and regulatory approvals in various jurisdictions. The following table summarizes the transaction in both UK Pounds Sterling ("GBP") and US Dollars:

 

Aggregate purchase price announced on April 20, 2011

     

based on 53.3p contract price

   £ 297.7       $ 485.3   

Actual consideration on July 14, 2011:

     

Cash

   £ 287.4       $ 455.0   

Loan notes

     8.3         13.2   

Foreign exchange forward settlement

     —           11.3   
  

 

 

    

 

 

 

Total`

   £ 295.7       $ 479.5   
  

 

 

    

 

 

 

The difference between the aggregate purchase price at signing and closing is attributable to the effect of currency fluctuations between the GBP and the US dollar, as well as a change in outstanding shares.

In connection with the transaction, the Company entered into a foreign exchange forward contract, which provided for an economic hedge between the agreed upon purchase price of Chaucer in GBP and currency fluctuations between the GBP and US dollar prior to close. This contract effectively locked in the US dollar equivalent of the purchase price to be delivered in GBP and was settled at a loss of $11.3 million, of which $4.7 million was recognized as of June 30, 2011 and the remaining $6.6 million will be recognized in the third quarter of 2011. The loss on the contract was due to a decrease in the exchange rate between the GBP and US dollar and was more than offset by the lower US dollars required to meet the GBP based purchase price.

This payment was funded from the THG holding company, which included approximately $300 million of proceeds from the senior unsecured notes issued on June 17, 2011. See Note 4 – "Debt" for additional information.

On March 31, 2010, the Company acquired Campania Holding Company, Inc. ("Campania") for a cash purchase price of approximately $24 million, subject to various terms and conditions. In the second quarter of 2011, the Company recognized and additional $2.8 million of consideration based upon the terms of the agreement. Campania specializes in insurance solutions for portions of the healthcare industry.

On December 3, 2009, the Company entered into a renewal rights agreement with OneBeacon Insurance Group, LTD. ("OneBeacon"). Through this agreement, the Company acquired access to a portion of OneBeacon's small and middle market commercial business at renewal, including industry programs and middle market niches. This transaction included consideration of $23 million, plus additional contingent consideration which totaled $11 million, primarily representing purchased renewal rights intangible assets which are included as Other Assets in the Consolidated Balance Sheets. The agreement was effective for renewals beginning January 1, 2010.