SPOKANE, Wash.--([ BUSINESS WIRE ])--North Coast Life Insurance Company (Pink Sheets:NCLI) and (Pink Sheets:NCLIP) announced today that it has executed a definitive agreement with Government Personnel Mutual Life Insurance Company (aGPM Lifea) pursuant to which:
- GPM Life will purchase 763,017 authorized but unissued shares of common stock of North Coast Life, at the price of $7.66 per share, and a surplus debenture in the principal amount of $469,115, at par.
- North Coast Life will use the proceeds it receives from the sale of the common stock and the surplus debenture to redeem all of the 360,791 outstanding shares of its Series A preferred stock, at the stated redemption price equal to $10 per share plus accrued and unpaid dividends, whether or not declared. (As of the date of this announcement, the redemption price would be approximately $17.75 per outstanding share of Series A preferred stock.)
- Following the redemption of the Series A preferred stock (and subject to the approval of the holders of North Coast Lifeas common stock at a special meeting of shareholders to be called for such purpose), a newly-created Washington subsidiary of GPM Life will be merged with and into North Coast Life, with the result that North Coast Life will then become a wholly-owned subsidiary of GPM Life. Holders of issued and outstanding shares of common stock of North Coast Life (other than GPM Life) will receive $7.66 per share for their common stock in the merger.
The transactions, which are expected to be completed during the second or third quarter of 2012, are subject to approval by the Office of the Washington Insurance Commissioner.
GPM Life is a mutual life insurance company headquartered in San Antonio, Texas. At December 31, 2011, it had admitted assets of approximately $834 million, net insurance in force of approximately $5.4 billion, and an A.M. Best rating of A-.