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Contract analysis / due-diligence-session-memo.docx
due-diligence-session-memo.docx
High · 1
Medium · 0
Standard · 3
I. Participants
I. Participants The following individuals participated in the due diligence call: Company Participants: • Martin R. Calloway, Chief Executive Officer, Quorum Insurance Holdings Corp. • Diana L. Prescott, Chief Financial Officer, Quorum Insurance Holdings Corp. • Yusuf A. Okafor, General Counsel & Corporate Secretary, Quorum Insurance Holdings Corp. Calderwood & Harkness LLP (Issuer's Counsel): • Robert Adeyemi, Partn
II. Business Overview and Strategy
II. Business Overview and Strategy Mr. Calloway opened the call by providing an overview of the Company's business segments and corporate strategy. He described Quorum Insurance Holdings Corp. as a specialty-focused property and casualty insurance holding company organized under the laws of the State of Delaware, with its principal executive offices located in Hartford, Connecticut. Mr. Calloway explained that the Co
III. Financial Condition
III. Financial Condition Ms. Prescott presented a summary of the Company's financial condition. The following key financial metrics were discussed: Income Statement Highlights: Ms. Prescott noted that the improvement in the combined ratio from FY 2020 to Q1 2021 was attributable to favorable rate adequacy improvements across the specialty portfolio and continued expense discipline, partially offset by modest pandemic
IV. Outstanding Indebtedness
Standard
⚑ Commercial term
IV. Outstanding Indebtedness Ms. Prescott confirmed the following material indebtedness of the Company: Revolving Credit Facility: The Company is party to a $75 million senior secured revolving credit facility (the "Credit Facility") with Sycamore National Bank, N.A., as administrative agent, and Ridgeline Commercial Lending Corp., as a participating lender. The Credit Facility bears interest at SOFR plus 175 basis p
V. Litigation
V. Litigation Mr. Okafor reported that there is no material pending or threatened litigation involving the Company or any of its subsidiaries. He stated that the Company is subject to routine insurance coverage disputes arising in the ordinary course of its insurance business, but that none of these disputes, individually or in the aggregate, exceeds $5 million in potential exposure. Mr. Okafor confirmed that the Com
VI. Regulatory Matters
VI. Regulatory Matters Mr. Okafor addressed the regulatory landscape applicable to the Offering and the Company's ongoing regulatory compliance. He confirmed the following: Offering-Related Regulatory Requirements: Mr. Okafor confirmed that the issuance of common stock at the holding company level does not require prior approval from the CT DOI, the DE DOI, or any other state insurance regulator. He explained that th
VII. Capitalization and Stockholder Matters
Standard
⚑ Commercial term
VII. Capitalization and Stockholder Matters Mr. Okafor confirmed the following with respect to the Company's capitalization and stockholder matters: Authorized and Outstanding Capital Stock: Significant Stockholders: Mr. Okafor identified the following holders of 5% or more of the Company's outstanding common stock, based on the most recent Schedule 13G and 13D filings available: • Birchwood Capital Partners, L.P. —
VIII. Intellectual Property
High
⚑ Non-compete / exclusivity restraint
VIII. Intellectual Property Mr. Calloway addressed the Company's intellectual property portfolio, with particular focus on the QuorumEdge platform. He confirmed that the Company owns all material intellectual property related to the QuorumEdge platform, including the underlying source code, algorithms, data models, and user interface designs. All intellectual property developed in connection with the QuorumEdge platf
IX. Use of Proceeds
IX. Use of Proceeds Mr. Calloway reiterated that the net proceeds from the Offering are intended for general corporate purposes, with a particular focus on two strategic priorities: (a) Potential Bolt-On Acquisitions. Mr. Calloway stated that management has identified two to three potential targets involving specialty insurance books of business that would complement the Company's existing underwriting capabilities a
X. COVID-19 Impact
X. COVID-19 Impact Ms. Prescott addressed the impact of the COVID-19 pandemic on the Company's insurance operations and financial results. She stated that COVID-19-related claims, principally in the business interruption and event cancellation lines of business, have been modest and are within the Company's established reserves. Ms. Prescott provided the following quantitative summary of pandemic-related loss experie
XI. Open Items and Next Steps
Standard
⚑ Commercial term
XI. Open Items and Next Steps The following items were identified as open action items requiring follow-up: (a) Updated Capitalization Table. The Company will provide an updated capitalization table reflecting Q1 2021 stock option exercises and RSU settlements. Mr. Okafor indicated that this information is maintained by the Company's stock plan administrator (Northpoint & Co.) and that the Company expects to deliver