Seeking to streamline operations with
an eye toward raising future capital, Liberty Mutual Group plans to
convert to a mutual holding company.
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While Liberty Mutual does not have any plans for an initial public
offering, the reorganization will allow it to sell stock in the future.
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Liberty Mutual is a mutual insurance company,
meaning that it is owned by policyholders. A mutual holding company
serves as a parent company to a number of subsidiaries. Ownership of
the subsidiaries, in turn, is generally split between the mutual
holding company and outside investors, with the mutual holding company
always maintaining majority control, usually just over 50 percent.
Based in Boston, Liberty Mutual sells mostly workers' compensation insurance.
It also sells homeowners insurance and auto insurance to individuals
and businesses. The insurer announced its plan to convert to a mutual
holding company in late September. Liberty Mutual's conversion plan has been filed with the
Massachusetts and Wisconsin insurance departments for approval. The
plan calls for the creation of three stock insurance companies, an
intermediate stock holding company, and a mutual holding company. The
mutual holding company will be entirely owned by policyholders. The
stock insurance companies will be named Liberty Mutual Insurance Co.,
Employers Insurance of Wausau, and Liberty Mutual Fire Insurance Co. Liberty Mutual says it is converting to a mutual holding
company to combat increased competition from foreign insurers, stock
insurers and financial services companies that are more flexible.
According to a "fact sheet" the insurer has released about the
conversion plan, Liberty Mutual says the new structure will offer three
benefits:
- A more efficient structure:
Liberty Mutual says the reorganization will result in "more
streamlined, efficient governance and administration processes" while
preserving the brands of the stock companies within the new structure.
- Its mutuality will be maintained:
The new structure will allow policyholders to retain an interest in the
company. Although the subsidiaries will be able to issue stock,
policyholders will still maintain ownership of the mutual holding
company.
- Greater flexibility:
The conversion will allow Liberty Mutual to raise cash by selling
shares of stock to the public. While Liberty Mutual does not have any
plans for an initial public offering (IPO), the reorganization will
allow it to sell stock in the future. "Since reorganization takes
considerable time, reorganizing now eliminates the potential for delay
in accessing equity markets should the need arise in the future," the
fact sheet says.
Liberty Mutual needs
approval from policyholders and state insurance departments in
Massachusetts and Wisconsin. Policyholders will receive information
packets in November about the planned conversion and the upcoming
policyholders' vote. If approvals are received on schedule, Liberty
Mutual expects the conversion to be completed by June 2001.
Liberty
Mutual says existing policies will not be affected and premiums will
not be increased. The insurer will continue to pay dividends on
insurance policies if it has better-than-anticipated financial results
in a given year.
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