Hallmark Completes Acquisition of Texas General Agency

January 31, 2006

Hallmark Financial Services Inc. announced the completion of its previously disclosed acquisition of Texas General Agency Inc. and certain affiliates.

TGA is a managing general agency involved in the marketing and servicing of property and casualty insurance products, with a particular emphasis on commercial automobile and general liability risks.

The acquisition also included TGA’s wholly owned insurance subsidiary, Gulf States Insurance Company, which reinsures a portion of the business written by TGA; TGA Special Risk Inc., which brokers mobile home insurance; and Pan American Acceptance Corporation, which provides premium financing for property and casualty insurance products marketed by TGA and TGASRI.

Samuel M. Cangelosi, Donate A. Cangelosi and Donald E. Meyer, the sellers and principal officers of TGA, have been retained to continue managing the operations of the acquired enterprise.

“We are excited by the opportunities TGA provides for expanding the scope of our commercial lines insurance marketing and underwriting business,” stated Mark J. Morrison, Hallmark’s chief operating officer and chief financial officer.

“We look forward to realizing the potential that TGA’s experienced management team and agency network adds to our existing commercial lines operations,” Morrison continued.

Hallmark funded the approximately $14.6 million required to close the acquisition from available borrowing capacity under its revolving credit facility with Frost National Bank.

Hallmark also privately placed $25.0million in subordinated convertible notes to two newly formed investment partnerships managed by Newcastle Capital Management, L.P., which is controlled by Mark E. Schwarz, Hallmark’s chairman and chief executive officer.

The proceeds of the private placement were used to establish a trust account to secure additional purchase price and non-compete payments due to the TGA sellers in January 2007 and 2008.

Upon shareholder approval, the privately placed notes will become convertible by the holders into approximately 19.5 million shares of Hallmark’s common stock (subject to certain anti-dilution provisions), and will be automatically converted to such common stock at their maturity in July 2007.

Topics Mergers & Acquisitions Texas

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