Press Releases
Zenith Announces Commencement Of Consent Solicitation
Zenith National Insurance Corp. (NYSE: ZNT) (“Zenith”) announced today the commencement of a consent solicitation relating to the 8.55% Capital Securities (Liquidation Amount of $1,000 per Capital Security) (the “Capital Securities”) of Zenith National Insurance Capital Trust I (the “Trust”), which holds as its sole assets, the 8.55% Subordinated Deferrable Interest Debentures due 2028 (the “Debentures”) of Zenith.
As of May 14, 2010, there was $75,000,000 in aggregate liquidation amount of Capital Securities issued and outstanding, $16,500,000 in aggregate liquidation amount of which was held by the Company and its affiliates. In accordance with the Declaration of Trust, Capital Securities that are owned by the Company or its affiliates will not be entitled to consent and will be treated for the purposes of this consent solicitation as if they were not outstanding. Therefore, for purposes of providing and calculating consents in connection with the consent solicitation, $58,500,000 in aggregate liquidation amount of Capital Securities shall be deemed outstanding and eligible to provide consent. As previously reported, on February 17, 2010, Fairfax Financial Holdings Limited (“Fairfax”) and Zenith National Insurance Corp. (“Zenith”) entered into a merger agreement pursuant to which Fairfax will acquire all of the outstanding shares of Zenith’s common stock, which Fairfax does not currently own, for $38 per share in cash. At a special meeting on April 29, 2010, Zenith’s stockholders voted overwhelmingly in favor of Zenith’s acquisition by Fairfax. The transaction is subject to the approval by the California Department of Insurance and the satisfaction or waiver of other customary closing conditions. The transaction is expected to close in the second quarter of 2010. Zenith is seeking to obtain the consent of the holders of the Capital Securities, to permit an amendment to the reporting covenants of the indenture governing the Debentures. The proposed amendments would allow Zenith to provide annual audited, consolidated financial statements for Zenith and its subsidiaries prepared in accordance with Generally Accepted Accounting Principles in the United States; and quarterly unaudited financial statements prepared in a consistent manner. The foregoing financial statements would be provided to holders of the Capital Securities in lieu of the reports Zenith currently files with the Securities and Exchange Commission and which are provided to holders of the Capital Securities under the existing indenture. If the acquisition of Zenith by Fairfax closes, Zenith will become an indirect wholly owned subsidiary of Fairfax and Zenith intends to suspend its reporting obligations under the Securities Exchange Act and, following the successful completion of the consent solicitation, will cease filing reports with the Securities and Exchange Commission. If the requisite consents are not obtained or the other conditions to the consent solicitation are not satisfied or waived, including the merger with Fairfax, Zenith will continue to provide the reports that are required to be delivered under the existing indenture to holders of the Capital Securities.TheStreet Premium Services
Jim Cramer's Action Alerts PLUS:
Trade right alongside a Wall Street pro — enjoy access to his Charitable Trust portfolio and be sent trade alerts BEFORE he makes a move. Learn MoreOptionsProfits:
Get 50+ trade ideas a week from the industry's top options experts. Plus — exclusive commentary on market trends and essential trading tools. Learn MoreReal Money:
Our team of professional Wall Street Pros — including Jim Cramer, Doug Kass, and Nicholas Vardy — delivers intelligent analysis, timely trade ideas, and colorful commentary. Learn MoreStocks Under $10:
Break into the market with small- and mid-cap stocks... all $10 or less! David Peltier tells you exactly which low-priced stocks he's buying and selling. Learn MoreTo begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
blog comments powered by Disqus
| Dow Jones | S&P 500 | NASDAQ | 10-Year Note |
|
|---|---|---|---|---|
| 12,454.83 | 1,317.82 | 2,837.53 | 17.45 |
Oil *
107.26
|
|
DOWN
74.92 |
DOWN
2.86 |
DOWN
1.85 |
DOWN
0.14 |
10 Yr
1.74%
SPDR Gold
152.68
|
|
-0.60%
|
-0.22%
|
-0.07%
|
-0.80%
|
Data delayed 20 minutes |



Connect with TheStreet