Everett Cash Mutual to Convert, Merge, and Join Old Republic in $153M-$207M Deal

Everett Cash Mutual Insurance Co. (ECM) is undergoing a mutual-to-stock conversion as part of a strategic move to merge with Ever-Greene Mutual Insurance Co. and facilitate its acquisition by Old Republic International Corp. This transaction, valued between $153 million and $207 million, is subject to regulatory filings with the Pennsylvania Department of Insurance and the U.S. Securities and Exchange Commission. Old Republic has committed to covering any shortfall if ECM’s stock offering raises less than $153 million, ensuring the agreed purchase price is met. The conversion from a mutual insurer to a stock company enables ECM to issue shares, aligning the company’s ownership structure with acquisition terms and providing improved access to capital. Such mutual-to-stock conversions are increasingly common in insurance market consolidation, allowing buyers to enter niche markets and expand distribution capabilities through acquisitions in the regional insurance landscape. Post-announcement, AM Best placed ECM under review with a positive outlook, recognizing anticipated enhancements to ECM’s capital strength and operational profile through integration with Old Republic. Conversely, Ever-Greene Mutual faces a review with potentially negative implications due to its planned merger and license surrender, with ratings pending until the deal closes and further analysis occurs. ECM currently operates in 48 states plus Washington, D.C., with $237 million in direct written premium and $130.7 million in policyholder surplus as of 2024. Old Republic views ECM as a strategic addition to its portfolio, expanding its business volume and geographical reach. The acquiring company's entities maintain Financial Strength Ratings between A+ and A-, while ECM holds an A rating and Ever-Greene a B++ from AM Best. This transaction reflects broader industry trends of insurer restructuring to enhance capital access and operational scale, critical for maintaining competitive positioning in a dynamic regulatory and market environment. The deal also underscores the regulatory complexities insurers face in such conversions and acquisitions, emphasizing careful management of rating agency assessments and state insurance department approvals.