FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / letter-to-hkf-marked-drafts.docx
letter-to-hkf-marked-drafts.docx
1025-00004 · 21 clauses
High · 0 Medium · 6 Standard · 2
1. Introduction and Purpose
1. Introduction and Purpose As you know, Calderwood & Harkness LLP represents Quorum Insurance Holdings Corp. and its operating subsidiary, Quorum Specialty Insurance Company (NAIC No. 42917), a Connecticut-domiciled admitted carrier (collectively, "Quorum" or the "Cedent"), in connection with the above-referenced reinsurance transactions. We understand that Harmon, Kessler & Fitch LLP represents Pinnacle Re Ltd. ("P
2. Enclosed Documents
2. Enclosed Documents Enclosed with this letter, please find the following draft documents:
1. Amended and Restated Property Quota-Share Reinsurance Treaty between Quorum Specialty
1. Amended and Restated Property Quota-Share Reinsurance Treaty between Quorum Specialty Insurance Company (as Cedent) and Pinnacle Re Ltd. (as Reinsurer) — marked draft with bracketed provisions, transmitted in both clean and redline versions. The redline version reflects changes from the expiring January 1, 2025 treaty form.
2. Catastrophe Excess-of-Loss Reinsurance Contract between Quorum Specialty Insurance Com Medium
⚑ Forum / governing law
2. Catastrophe Excess-of-Loss Reinsurance Contract between Quorum Specialty Insurance Company (as Cedent) and Pinnacle Re Ltd. (as Lead Reinsurer), Graystone Reinsurance AG (as Following Reinsurer), and Tidewater Re S.A. (as Following Reinsurer) — marked draft with bracketed provisions, transmitted in both clean and redline versions. As this is a new placement (not a renewal), the redline version reflects changes fro
3. Summary of Key Terms — Property Quota-Share Treaty (Renewal) Medium
⚑ Assignment / subcontracting
3. Summary of Key Terms — Property Quota-Share Treaty (Renewal) 3.1 Background. The property quota-share reinsurance treaty between Quorum Specialty Insurance Company and Pinnacle Re Ltd. originally incepted on January 1, 2022, and has been renewed annually since that date. The enclosed draft reflects an amended and restated form of the treaty for the renewal treaty period commencing January 1, 2026 and ending Decemb
4. Summary of Key Terms — Catastrophe Excess-of-Loss Reinsurance Contract (New Layer) Medium
⚑ Liability cap to check against exposure
4. Summary of Key Terms — Catastrophe Excess-of-Loss Reinsurance Contract (New Layer) 4.1 Layer Structure The catastrophe excess-of-loss reinsurance contract (the "Cat XOL Contract") is a new placement for the January 1, 2026 treaty period. The layer structure is as follows: • Layer limit: $35,000,000 per occurrence • Attachment point: $15,000,000 per occurrence, net after quota-share recoveries under the property qu
5. Exclusion Clauses — Open Issues and Proposed Modifications
5. Exclusion Clauses — Open Issues and Proposed Modifications The enclosed drafts of both the quota-share treaty and the Cat XOL Contract include a suite of market-standard exclusion clauses. While many of these exclusions are carried forward in their standard form and are not expected to require significant negotiation, we wish to draw your attention to several exclusions that are either modified from their standard
6. Collateral and Trust Requirements — Graystone Re and Tidewater Re Standard
⚑ Commercial term
6. Collateral and Trust Requirements — Graystone Re and Tidewater Re 6.1 Regulatory Framework The Cat XOL Contract includes two following reinsurers — Graystone Reinsurance AG and Tidewater Re S.A. — that are non-U.S. domiciled reinsurers not certified by the New York Department of Financial Services ("NYDFS") as certified reinsurers under 11 NYCRR 125. Graystone Reinsurance AG is a Swiss Aktiengesellschaft regulated
7. Dispute Resolution Medium
⚑ Forum / governing law
7. Dispute Resolution Both the quota-share treaty draft and the Cat XOL Contract draft include dispute resolution provisions providing for binding arbitration before a three-arbitrator panel, administered under the rules of ARIAS-U.S. (the AIDA Reinsurance and Insurance Arbitration Society — U.S.), with the seat of arbitration in New York, New York. Each party is entitled to appoint one arbitrator, and the two party-
8. Actuarial and Modeling Support Medium
⚑ Confidentiality undertaking
8. Actuarial and Modeling Support In connection with the renewal of the quota-share treaty and the new Cat XOL placement, Quorum has engaged Meridian Actuarial Partners LLC, under the direction of Dr. Anita K. Rourke, FCAS, MAAA, to perform loss development analysis and catastrophe model review in support of the transactions. The actuarial analysis encompasses both the historical loss experience underlying the quota-
9. Summary of Bracketed and Open Provisions
9. Summary of Bracketed and Open Provisions For convenience, we set forth below a consolidated summary of all bracketed and open terms in the enclosed drafts requiring counterparty positions from Pinnacle Re and, where applicable, from the following reinsurers:
1. Quota-Share Provisional Ceding Commission: 33.5% of ceded premium proposed (vs. 32.0%
1. Quota-Share Provisional Ceding Commission: 33.5% of ceded premium proposed (vs. 32.0% under the expiring treaty) — Article V, Section 5.01(a) of the Quota-Share Treaty
2. Quota-Share Sliding-Scale Commission Range: Minimum 30.0%, maximum 36.0%, with a slide
2. Quota-Share Sliding-Scale Commission Range: Minimum 30.0%, maximum 36.0%, with a slide factor of 1 point of commission adjustment per 2.5 points of loss ratio movement — Article V, Section 5.01(b) of the Quota-Share Treaty
3. Quota-Share Loss Corridor: Quorum retains 100% of losses in the 75%–80% loss ratio ban
3. Quota-Share Loss Corridor: Quorum retains 100% of losses in the 75%–80% loss ratio band; flagged for confirmation — Article VI, Section 6.03 of the Quota-Share Treaty
4. Cat XOL Rate-on-Line: 8.50% indicated, yielding $2,975,000 annual layer premium — Arti
4. Cat XOL Rate-on-Line: 8.50% indicated, yielding $2,975,000 annual layer premium — Article III, Section 3.01 of the Cat XOL Contract
5. Cat XOL Hours Clause: 168 consecutive hours for catastrophe occurrence definition — Ar
5. Cat XOL Hours Clause: 168 consecutive hours for catastrophe occurrence definition — Article I, Section 1.09 of the Cat XOL Contract
6. Cat XOL Cyber Exclusion: LMA 5400 modified per Quorum manuscript with physical-damage
6. Cat XOL Cyber Exclusion: LMA 5400 modified per Quorum manuscript with physical-damage carve-backs — Exclusion Schedule D to the Cat XOL Contract
7. Cat XOL Terrorism Exclusion: LMA 3030 modified to exclude TRIA-certified acts of terro
7. Cat XOL Terrorism Exclusion: LMA 3030 modified to exclude TRIA-certified acts of terrorism — Exclusion Schedule C to the Cat XOL Contract (also applicable to Quota-Share Treaty)
8. Trust Funding Amounts and Collateral Factor: Graystone Re trust funding of $21,420,000 Standard
⚑ Commercial term
8. Trust Funding Amounts and Collateral Factor: Graystone Re trust funding of $21,420,000 and Tidewater Re trust funding of $14,280,000, based on a 102% collateral factor applied to each following reinsurer's pro-rata share of maximum aggregate exposure — Article XI, Section 11.02 of the Cat XOL Contract; Trust Agreements (drafts to follow) We request that Pinnacle Re and your firm provide marked comments and counter
10. Requested Timeline and Next Steps
10. Requested Timeline and Next Steps In light of the January 1, 2026 inception date for both transactions, we respectfully request that the parties adhere to the following timeline: We recognize that this timeline is ambitious, and we are committed to working cooperatively and efficiently with your firm and with Blackbridge to resolve the open issues within the available timeframe. To that end, we suggest scheduling
11. Confidentiality and Privilege Reservation Medium
⚑ Confidentiality undertaking
11. Confidentiality and Privilege Reservation Calderwood & Harkness LLP reserves all rights with respect to the attorney-client privilege and the work product doctrine in connection with this letter and all enclosed materials. Nothing in this letter or the enclosed draft treaty wordings shall be construed as a waiver of any applicable privilege. The enclosed draft treaty wordings and all related materials are confide