Tower Group, Meadowbrook Delays on Filings Could Trigger Shareholder Actions

By Susanne Sclafane | August 13, 2013

After two property/casualty insurers—Tower Group International Ltd. and Meadowbrook Insurance Group—said they would delay scheduled Securities and Exchange (SEC) filings last week, law firms set the wheels in motion for potential shareholder actions.

Last Thursday, Tower Group postponed its second-quarter earnings release and announced that adverse loss reserve developments will impact its bottom line. When Tower made its announcements and also said it would file a Form 12b-25 (Notification of Late Filing) with the U.S SEC, press releases followed from the law firms Bronstein, Gewirtz & Grossman, LLC and Pomerantz Grossman Hufford Dahlstrom & Gross LLP.

The two New York law firms said they were investigating claims on behalf of Tower Group shareholders to determine whether Tower and its executives violated federal securities laws, and noting that Tower Group shares fell more than 20 percent in intraday trading.

A day later, Los Angeles-based Glancy Binkow & Goldberg LLP issued a similar announcement.

Separately, on Friday, Pomerantz Grossman Hufford Dahlstrom & Gross LLP said it is investigating claims on behalf of investors of Meadowbrook.

On Friday, Meadowbrook said its Form 12b-25, filed to allow the insurer to file its quarterly Form 10-Q for the period ending June 30, 2013 by Aug. 14, 2013, would give the company time to estimate the impact on its goodwill resulting from the Aug. 2 announcement by A.M. Best of a ratings downgrade from “A-“ to “B++”

Tower, in an initial announcement on Thursday, said that management needed additional time to review matters relating to the estimate of its loss reserves and, primarily due to the integration of the Canopius Bermuda merger, its allocation of goodwill and certain tax accounts.

Unlike Meadowbrook, which has said that its work will be complete by Aug. 14, Tower said it cannot currently predict the length of time of its review.

Later, in a separate announcement, however, Tower did give some further guidance with regard to its second-quarter results. Tower said it has retained an independent actuarial firm to review selected areas of the company’s loss reserves as of June 30, 2013, and that based upon currently available information, the company could record adverse reserve development of $60 million to $110 million pre-tax.

In addition, Tower said that losses in its U.S. operations are generally offset by a tax benefit of 35 percent of such loss, and that it expects that 60 percent of anticipated losses from adverse loss reserve development will come from its U.S.-taxed businesses.

Despite the anticipated reserve strengthening, strong operating results from its Bermuda operations will likely result in overall operating earnings of between $.15 and $.20 per share at the low end of the reserve deficiency range. At the high end, or a charge of $110 million, the overall operating loss would be between $.80 and $.85 per share, Tower said.

“During the second quarter, we continued to realize benefits from the Canopius Bermuda merger and our ongoing post-merger plan to enhance Tower’s business model to position the company for long-term growth and increased profitability,” Michael H. Lee, president and chief executive officer, said in a statement.

“In the U.S., our proposed actions in the second quarter reflect our commitment to position our company for long-term profitability. We expect this action will result in a tax benefit in the U.S., which we will not record in the second quarter, but may be able to offset against any future profits from our U.S. operations as well as future capital gains,” he stated.

Tower also said that it revised its segment reporting in the second quarter to reflect the changes to its corporate structure after the merger with Canopius Bermuda, adding that goodwill has been allocated to each business segment as a result of this change in segment reporting.

“To the extent that the loss reserve adjustment adversely impacts one segment, goodwill associated with that segment may be impaired, and a non-cash charge for such goodwill would be recorded,” the announcement said.

 

 

 

Latest Comments

  • August 14, 2013 at 3:10 pm
    Scott says:
    Wait a minute!! Your misleading headline is totally different than your first paragraph, IJ. Any shareholder action will be caused by the lawyers jumping in to this situation ... read more
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