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Affordable Residential Communities Announces Proposed Acquisition of NLASCO, Inc.


ENGLEWOOD, Colo. -- Affordable Residential Communities Inc. (NYSE NYSE

See: New York Stock Exchange
: ARC) today announced that it has reached a definitive agreement to acquire all of the stock of NLASCO, Inc. ("NLASCO"), a privately held property and casualty insurance holding company. NLASCO's shareholders, which consist of C. Clifton Robinson and affiliates, will receive $105.75 million in cash and 1,218,880 shares of ARC common stock for a total consideration of $117.5 million.

In addition, ARC announced that it has signed an agreement with Flexpoint Fund, L.P., a fund managed by Flexpoint Partners, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 of Chicago, Illinois, pursuant to which it will invest $20 million to purchase common stock of the Company at the recent market price, subject to certain anti-dilution provisions.

NLASCO specializes in providing fire and homeowners insurance to low value dwellings and manufactured homes through two insurance subsidiaries, National Lloyds Insurance Company ("NLIC NLIC National Lead Information Center
NLIC National Landslide Information Center
NLIC National Life Insurance Company
NLIC National Lenders' Insurance Council
") and American Summit Insurance Company ("ASIC (Application Specific Integrated Circuit) Pronounced "a-sick." A chip that is custom designed for a specific application rather than a general-purpose chip such as a microprocessor. "). NLIC primarily underwrites fire and homeowners insurance to low value dwellings through approximately 4,800 independent agents and is licensed in 18 states. NLIC has a significant presence in Texas with approximately 3,300 independent agent relationships built over the past 40 years. ASIC primarily focuses on providing insurance products to the manufactured home market and is licensed in 27 states. The insurance companies share common underwriting, claims, administrative and financial management.

For the year ended December 31, 2005, NLASCO had direct premiums written of $146.5 million, pretax income pretax income

Reported income before the deduction of income taxes. Pretax income is sometimes considered a better measure of a firm's performance than aftertax income because taxes in one period may be influenced by activities in earlier periods.
 of $26.6 million and net income of $17.4 million and at December 31, 2005 had a book value of $71.0 million. For the six months ending June 30, 2006, NLASCO had direct premiums written of $76.0 million, pretax income of $14.6 million and net income of $10.1 million and at June 30, 2006 had a book value of $78.3 million. The A.M. Best financial strength ratings for NLIC and ASIC are "A" (Excellent) and "B++" (Very Good), respectively.

Upon closing of the transaction, NLASCO will operate as an independent wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of ARC, and the Company plans to retain NLASCO's current management team and operational infrastructure at its existing location in Waco, Texas For the Branch Davidian siege in Waco, Texas, see .

For other uses of "Waco", see Waco (disambiguation).
Waco (pronounced: /ˈweɪkoʊ/) is the county seat of McLennan County, Texas.
.

ARC management believes that the acquisition of NLASCO will be beneficial to its shareholders. NLASCO has a history of producing consistent profitability, and its expertise in underwriting insurance products for manufactured homes will create strategic opportunities with ARC's existing customer base. Additionally, ARC expects to be able to use its existing net operating loss carryforwards Net operating loss carryforwards

Application of losses to offset earnings in future years.
 against any income generated by NLASCO.

The transaction is expected to close by the end of the first quarter of 2007, subject to regulatory approval and other required consents.

Sandler O'Neill & Partners L.P. provided a fairness opinion Fairness Opinion

A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.

Notes:
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition.
 to ARC in connection with the NLASCO acquisition. Banc of America Securities LLC acted as financial advisor to NLASCO on the transaction.

THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  ABSENT REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS. THIS NOTICE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BY ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE. IN ADDITION, A PROXY STATEMENT Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 RELATING TO relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 CERTAIN OF THE MATTERS DISCUSSED IN THIS PRESS RELEASE IS EXPECTED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WHEN FILED, COPIES OF THE PROXY STATEMENT AND OTHER RELATED DOCUMENTS MAY BE OBTAINED FREE OF CHARGE ON THE SEC WEBSITE (WWW WWW or W3: see World Wide Web.


(World Wide Web) The common host name for a Web server. The "www-dot" prefix on Web addresses is widely used to provide a recognizable way of identifying a Web site.
.SEC.GOV). WE URGE YOU TO CAREFULLY REVIEW THESE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. ARC, ITS DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE CONSIDERED "PARTICIPANTS IN THE SOLICITATION" OF PROXIES FROM ARC'S SHAREHOLDERS IN CONNECTION WITH CERTAIN OF THE MATTERS DISCUSSED IN THIS PRESS RELEASE. INFORMATION REGARDING SUCH PERSONS AND THEIR INTERESTS IN ARC IS CONTAINED IN ARC'S PROXY STATEMENTS AND ANNUAL REPORTS ON FORM 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 FILED WITH THE SEC. SHAREHOLDERS AND INVESTORS MAY OBTAIN ADDITIONAL INFORMATION REGARDING THE INTERESTS OF ARC AND ITS DIRECTORS AND EXECUTIVE OFFICERS IN THE MATTERS DISCUSSED IN THIS PRESS RELEASE, WHICH MAY BE DIFFERENT THAN THOSE OF ARC'S SHAREHOLDERS GENERALLY, BY READING THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS REGARDING THE MATTERS DISCUSSED IN THIS PRESS RELEASE, WHICH IS EXPECTED TO BE FILED WITH THE SEC.

About Affordable Residential Communities Inc.

Affordable Residential Communities Inc. ("ARC" or the "Company"), excluding discontinued operations Discontinued operations

Divisions of a business that have been sold or written off and that no longer are maintained by the business.
, currently owns and operates approximately 57,350 homesites located in 276 communities in 24 states. ARC is focused on the acquisition, renovation, repositioning and operation of primarily all-age manufactured home communities with headquarters in Englewood, CO.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. The forward-looking statements contained in this news release are subject to certain risks and uncertainties including, but not limited to, statements about the Company's plans, objectives, expectations and intentions and other statements that are not historical facts. Actual results may differ materially from those set forth in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: general risks affecting the real estate industry; the Company's ability to maintain or increase rental rates and occupancy with respect to properties currently owned; the Company's assumptions on rental home and home sales and financing activity; completion of pending acquisitions and sales, if any, and terms of and timing with respect thereto; the Company's growth and expansion into new markets or successful integration of acquisitions; and the effect of interest rates. Additional factors that could cause the Company's results to differ materially from those described in the forward-looking statements can be found in the Company's 2005 Annual Report on Form 10-K (included under the heading "Forward-Looking Statements"), and in the Company's Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
 filed with the Securities and Exchange Commission ("SEC") and available at the SEC's internet site (http://www.sec.gov). The forward-looking statements contained in this news release speak only as of the date of the release, and the Company assumes no obligation to update the forward-looking statements or update the reasons why actual results could differ from those contained in the forward-looking statements.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Oct 6, 2006
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