Document


 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
February 26, 2019
Date of Report (Date of earliest event reported)
 
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Exact name of registrant as specified in its charter)
 
Bermuda
 
1-8993
 
94-2708455
(State or other jurisdiction of
incorporation or organization)
 
(Commission file
number)
 
(I.R.S. Employer
Identification No.)
 
80 South Main Street, Hanover, New Hampshire 03755
(Address of principal executive offices)
 
(603) 640-2200
(Registrant's telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 
 
 
 
 
 



 
ITEM 8.01
 
Other Events.
 
MediaAlpha Recapitalization

On February 26, 2019, MediaAlpha completed the sale of a significant minority stake to Insignia Capital Group in connection with a recapitalization and cash distribution to a subsidiary of White Mountains Insurance Group, Ltd. (“White Mountains”) and other existing equityholders. As previously announced, the transaction results in an estimated gain of approximately $55 to White Mountains’ book value per share and adjusted book value per share. Net cash proceeds received by White Mountains were approximately $88 million. Including the gain, December 31, 2018 book value per share would have been $951 and adjusted book value per share would have been $943.


Non-GAAP Financial Measures

Adjusted book value per share is a non-GAAP financial measure which is derived by adjusting (i) the GAAP book value per share numerator and (ii) the common shares outstanding denominator, as described below. The GAAP book value per share numerator is adjusted (i) to include a discount for the time value of money arising from the expected timing of cash payments of principal and interest on the Build America Mutual surplus notes and (ii) to add back the unearned premium reserve, net of deferred acquisition costs, at HG Global. The denominator used in the calculation of adjusted book value per share equals the number of common shares outstanding adjusted to exclude unearned restricted common shares, the compensation cost of which, at the date of calculation, has yet to be amortized. In calculating the gain expected from the MediaAlpha transaction described above, only the adjustment to the denominator is applicable.












SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
WHITE MOUNTAINS INSURANCE GROUP, LTD.
 
 
DATED: February 26, 2019
By:
/s/ J. BRIAN PALMER
 
 
J. Brian Palmer
 
 
Managing Director and Chief Accounting Officer