Illinois Casualty Co. (A Mutual Insurance Co.) on March 24 converted from a mutual to a stock insurance company and become a wholly owned subsidiary of ICC Holdings Inc.
Pursuant to Illinois Casualty's conversion to stock form of organization, ICC Holdings sold 3,500,000 common shares at $10 per share in an over-subscribed stock offering to policyholders, an employee stock ownership plan, directors, officers, and employees of the company, certain standby investors and the general public.
ICC Holdings received orders for about $109 million in the offering. The evaluation range was $27.2 million to $36.8 million, and the offering was closed at $35 million.
ICC Holdings had identified the standby investors prior to the offering and executed stock purchase agreements to acquire $14 million of the company's stock. Under the terms of the stock purchase agreements, the standby investors agreed to a seven-year standstill agreement. The standstill provisions, among other things, require that standby investors not purchase or sell any stock for three years after closing and for the ensuing four years. They are permitted to sell 25% of their shares annually but must first offer such shares to the company.
Griffin Financial Group LLC acted as placement agent for the offering. Stevens and Lee acted as counsel for Illinois Casualty and ICC Holdings.