Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 35K
2: EX-99.1 Miscellaneous Exhibit HTML 7K
3: EX-99.2 Miscellaneous Exhibit HTML 456K
7: R1 Document and Entity Information HTML 46K
10: XML IDEA XML File -- Filing Summary XML 12K
8: XML XBRL Instance -- wtm-20220801_htm XML 21K
9: EXCEL IDEA Workbook of Financial Reports XLSX 8K
5: EX-101.LAB XBRL Labels -- wtm-20220801_lab XML 67K
6: EX-101.PRE XBRL Presentations -- wtm-20220801_pre XML 33K
4: EX-101.SCH XBRL Schema -- wtm-20220801 XSD 10K
11: JSON XBRL Instance as JSON Data -- MetaLinks 11± 17K
12: ZIP XBRL Zipped Folder -- 0000776867-22-000012-xbrl Zip 44K
i23 South Main Street, Suite 3B, iHanover, iNew
Hampshirei03755
(Address of principal executive offices)
(i603) i640-2200
(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Shares, par value $1.00
iWTM
iNew York Stock Exchange
per share
Bermuda
Stock Exchange
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 i☐
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 2.01Completion of Acquisition or Disposition of Assets.
On August 1, 2022, White Mountains Holdings (Luxembourg) S.à r.l. (“WTM Holdings Seller”), an indirect wholly owned subsidiary of White Mountains Insurance Group, Ltd. (“White
Mountains”), completed the previously announced sale of White Mountains Catskill Holdings, Inc. (“NSM Holdings”) to Riser Merger Sub, Inc. (“Purchaser”), an affiliate of The Carlyle Group Inc. (the “NSM Transaction”), pursuant to the terms of the securities purchase agreement, dated as of May 9, 2022, by Purchaser, NSM Holdings, NSM Insurance HoldCo, LLC, WTM Holdings Seller and the other parties thereto (the “Closing”). WTM Holdings Seller received $1.4 billion in net cash proceeds at the Closing.
ITEM 8.01Other Events.
On August
1, 2022, White Mountains issued a press release announcing the closing of the NSM Transaction and the receipt of proceeds therefrom. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
Pro Forma Financial Information
White Mountains is filing as Exhibit 99.2 to this Current Report on Form 8-K the following unaudited pro forma condensed consolidated
financial information, which is based on the historical financial statements of White Mountains and its consolidated subsidiaries, adjusted to give effect to the NSM Transaction:
(1)Unaudited pro forma condensed consolidated balance sheet as of March 31, 2022; and
(2)Unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2022 and the years ended December 31, 2021, 2020 and 2019.
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.
