Nassau Reinsurance Group to Acquire Traditional Insurance Business from Universal American

Traditional Insurance business to become Nassau’s reinsurance platform

Nassau to contribute $20 million in equity capital at closing

NEW YORK--()--Nassau Reinsurance Group (“Nassau”) today announced that it has entered into a definitive agreement to acquire Universal American Corp.’s (NYSE:UAM) (“Universal American”) Traditional Insurance business (“Traditional Insurance business”). The transaction is expected to close in early 2016.

The Traditional Insurance business consists of a closed block of insurance products, including Medicare supplement, other senior health insurance, specialty health insurance and life insurance, including a non-strategic closed block of long-term care insurance policies. The Traditional Insurance business includes Universal American subsidiaries Constitution Life Insurance Company (“Constitution Life”) and The Pyramid Life Insurance Company (“Pyramid”), as well as a portion of business written by American Progressive Life & Health Insurance Company of New York (“American Progressive”).

Under the terms of the agreement, Nassau will acquire in an all-cash transaction all outstanding shares of the Constitution Life and Pyramid businesses, and the remaining portion of the Traditional Insurance business at American Progressive, for approximately $43 million, subject to purchase price adjustments based on capital and surplus of $68.5 million. Additionally, upon closing, Nassau will fund $20 million in equity capital to support the transaction and strengthen the business moving forward.

Nassau was launched in April 2015 and is an insurance and reinsurance business founded by insurance industry executives Phillip J. Gass and Kostas Cheliotis. Nassau is backed by Golden Gate Capital, a private investment firm founded in 2000 with more than $15 billion of committed capital.

“Nassau is excited to acquire UAM’s Traditional Insurance business, providing UAM with a complete solution to exit these business lines,” said Phillip J. Gass, Nassau’s Chairman and CEO. “With stable profitability and predictable cash flow, we believe the Traditional Insurance business is an attractive asset for Nassau that will establish our onshore reinsurance platform, which we intend to grow through additional closed block reinsurance transactions. Further, with the injection of $20 million in new capital, we are bolstering the business’ financial strength to support its policyholders and allow for future growth opportunities.”

Richard A. Barasch, Chairman and CEO of Universal American, commented, “Continuing our focus on exiting non-core businesses, we are confident that we have found the right buyer for our Traditional Insurance business. Nassau provides a unique combination of substantial financial resources, a proven track record of successfully managing insurance and reinsurance businesses and a long-term commitment to the Traditional Insurance business.”

The transaction is subject to customary closing conditions and regulatory approvals. Upon closing, the Traditional Insurance business will become a privately held, wholly owned subsidiary of Nassau. The Traditional Insurance business, which has approximately 30 employees, will continue to be led by existing management and retain its offices in Lake Mary, Florida.

Debevoise & Plimpton LLP is acting as legal advisor to Nassau.

About Nassau

Founded in 2015, Nassau Reinsurance Group is an insurance and reinsurance business focused on acquiring and operating onshore and offshore platforms with long tail liabilities in the life, annuity and long term care sectors. Founded by insurance industry executives Phillip J. Gass and Kostas Cheliotis, Nassau Reinsurance Group has received an equity capital commitment of $750 million from Golden Gate Capital, a private investment firm with over $15 billion of committed capital. With extensive experience both on Wall Street and as investor-operators of onshore and offshore insurance, reinsurance and asset management businesses, Nassau Reinsurance Group is uniquely positioned to build and grow businesses with a long term view. For additional information, visit www.nsre.com.

About Universal American Corp.

Universal American Corp. (NYSE:UAM), through our family of healthcare companies, provides health benefits to people covered by Medicare and/or Medicaid. We are dedicated to working collaboratively with healthcare professionals, especially primary care physicians, in order to improve the health and well-being of those we serve and reduce healthcare costs. For more information on Universal American, please visit our website at www.UniversalAmerican.com.

Contacts

Nassau Reinsurance Group
Sard Verbinnen & Co
Nathaniel Garnick, 212-687-8080
or
Jenny Gore, 312-895-4700
or
Universal American
Adam C. Thackery, 914-597-2939
Chief Financial Officer
or
The Equity Group Inc.
Fred Buonocore, 212-836-9607
or
Linda Latman, 212-836-9609
www.theequitygroup.com

Contacts

Nassau Reinsurance Group
Sard Verbinnen & Co
Nathaniel Garnick, 212-687-8080
or
Jenny Gore, 312-895-4700
or
Universal American
Adam C. Thackery, 914-597-2939
Chief Financial Officer
or
The Equity Group Inc.
Fred Buonocore, 212-836-9607
or
Linda Latman, 212-836-9609
www.theequitygroup.com