Announcement:
Freidman, Fleischer, and Lowe and Hellman & Freidman Complete
Acquisition of St Paul Travelers CATRisk Operation

Q & A:
Questions and answers about the acquisition

Press Release:
Friedman Fleischer & Lowe and Hellman & Friedman COMPLETE ACQUISITION OF CATRISK OPERATION OF ST. PAUL TRAVELERS
Business to Operate as GeoVera Holdings
San Francisco, November 1, 2005

Press Release:
GeoVera Insurance Group Holdings, Ltd. Has been sold to Flexpoint Ford

Fairfield California August 8, 2012 - Flexpoint Ford, LLC, a private equity firm focused on the financial services and healthcare sectors, has acquired GeoVera Insurance Group Holdings, Ltd. (“GeoVera”) from affiliates of Hellman & Friedman LLC and Friedman Fleischer & Lowe, LLC. The transaction has completed the customary closing conditions, received regulatory approvals and closed on August 8, 2012.

GeoVera is a leading provider of specialty residential property insurance. Since its formation in 1995, the company has been underwriting innovative insurance products with a focus on markets that are underserved by other insurance carriers. GeoVera’s primary products include residential earthquake insurance in the Western United States and specialty homeowners insurance in wind-exposed areas across the Southeast United States and Hawaii.

“We are excited to partner with Flexpoint Ford. The firm’s deep knowledge and expertise in the property and casualty insurance industry will enable GeoVera to continue to provide protection to homeowners in dislocated and underserved markets,” said Kevin Nish, President and CEO of GeoVera.

Chris Ackerman, Principal of Flexpoint Ford, commented, “GeoVera’s ability to identify unique market opportunities and apply a highly disciplined approach to underwriting and risk management makes the company a compelling investment opportunity. The company’s strong management team has a proven track record of leveraging their best-in-class underwriting expertise in specialty residential insurance markets to generate attractive risk-adjusted returns.”

Following the close of the transaction, GeoVera will continue to operate as an independent company and maintain its emphasis on providing stable markets to the company’s policy holders and distribution partners.

Kirkland & Ellis LLP acted as legal counsel to Flexpoint Ford in connection with the transaction. Aon Benfield Securities, Inc. and SFRi LLC acted as financial advisors and Simpson Thacher & Bartlett LLP acted as legal counsel to GeoVera in connection with the transaction.

Press Release:
Flexpoint Ford Announces Agreement to Acquire GeoVera Insurance Group Holdings, Ltd.

CHICAGO, IL, May 2, 2012 - Flexpoint Ford, LLC, a private equity firm focused on the financial services and healthcare sectors, announced today that affiliates of Flexpoint Ford have signed a definitive agreement to acquire GeoVera Insurance Group Holdings, Ltd. (“GeoVera”) from affiliates of Hellman & Friedman LLC and Friedman Fleischer & Lowe, LLC.  The transaction is subject to customary closing conditions and regulatory approvals and is expected to close this summer.   

GeoVera is a leading provider of specialty residential property insurance.  Since its formation in 1995, the company has been underwriting innovative insurance products with a focus on markets that are underserved by other insurance carriers.  GeoVera’s primary products include residential earthquake insurance in the Western United States and specialty homeowners insurance in wind-exposed areas across the Southeast United States and Hawaii.

“We are excited to partner with Flexpoint Ford.  The firm’s deep knowledge and expertise in the property and casualty insurance industry will enable GeoVera to continue to provide protection to homeowners in dislocated and underserved markets,” said Kevin Nish, President and CEO of GeoVera.

Chris Ackerman, Principal of Flexpoint Ford, commented, “GeoVera’s ability to identify unique market opportunities and apply a highly disciplined approach to underwriting and risk management makes the company a compelling investment opportunity.  The company’s strong management team has a proven track record of leveraging their best-in-class underwriting expertise in specialty residential insurance markets to generate attractive risk-adjusted returns.”

Following the close of the transaction, GeoVera will continue to operate as an independent company and maintain its emphasis on providing stable markets to the company’s policy holders and distribution partners.

Kirkland & Ellis LLP acted as legal counsel to Flexpoint Ford in connection with the transaction.  Aon Benfield Securities, Inc. and SFRi LLC acted as financial advisors and Simpson Thacher & Bartlett LLP acted as legal counsel to GeoVera in connection with the transaction.

About GeoVera Insurance Group Holdings, Ltd.
GeoVera is a provider of specialty residential property insurance in markets that are underserved by other insurance carriers due to their exposure to certain perils, such as hurricanes or earthquakes.

GeoVera offers specialty homeowners products primarily on a non-admitted, or excess and surplus line, basis in wind-exposed areas in the Southeast United States and Hawaii, and residential earthquake products primarily on an admitted basis in the Western United States.  GeoVera distributes specialty homeowners’ products through a network of approximately 33 wholesale surplus lines brokers and residential earthquake products through approximately 2,800 independent brokers and agents.  GeoVera and its subsidiaries maintain a Financial Strength Rating of “A” (Excellent) from A.M. Best.   For more information about GeoVera, please visit www.geoveraholdingsinc.com 

About Flexpoint Ford, LLC
Flexpoint Ford, LLC is a private equity firm dedicated to the financial services and healthcare sectors.  Flexpoint Ford seeks to build relationships with executives and companies who look for Flexpoint Ford to be a value-added partner.  Flexpoint Ford currently manages approximately $1 billion in committed capital on behalf of its limited partners.  For more information about Flexpoint Ford, please visit www.flexpointford.com

About Friedman Fleischer & Lowe, LLC
Friedman Fleischer & Lowe, LLC is a San Francisco-based private equity firm with approximately $2.5 billion under management that is focused on investing in U.S. middle-market companies. Formed in 1997, FFL’s strategy is to invest in market-leading companies that generate high returns on invested capital and that have strong, defensible competitive positions, attractive growth prospects and outstanding management. Representative investments include: Tempur-Pedic International, Milestone AV Technologies, Korn/Ferry International, and Discovery Foods. For more information on FFL, visit www.fflpartners.com.

About Hellman & Friedman LLC
Hellman & Friedman LLC is a leading private equity investment firm with offices in San Francisco, New York and London. Since its founding in 1984, H&F has raised and, through its affiliated funds, managed over $25 billion of committed capital. The Firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including internet & digital media, software, business & marketing services, financial services, insurance, media, healthcare and energy & industrials.  For more information on H&F, visit www.hf.com.

View Entire Press Release

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GeoVera Security Insurance Company introduces the First Layer EQ Protector policy which provides earthquake insurance protection up to 10%, 15% or 20% of the dwelling replacement cost after satisfying a 5% deductible.

This innovative policy addresses concerns about the gap in coverage created by standard earthquake policies due to the high deductible, typically 15% or higher. The First Layer EQ Protector policy provides coverage for the dwelling with a 5% deductible and helps to fill the gap. It can be purchased in conjunction with another earthquake policy or as a standalone policy!
Learn more...

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June, 2010

A.M. Best Co. has re-affirmed the positive outlook and the financial strength rating (FSR) of A- (Excellent) and issuer credit ratings (ICR) of "a-" of GeoVera Insurance Group (GeoVera) (Fairfield, CA) and its property/casualty members. (See below for a detailed list of companies and ratings.)

The ratings and outlook reflect GeoVera's excellent capitalization, moderate underwriting leverage and management's experience in its market segment. Profitable underwriting performance, combined with solid investment income and underwriting fee income, have resulted in strong five-year operating earnings. In addition, GeoVera maintains a moderate underwriting leverage position due to prudent risk management efforts, which have further strengthened risk-adjusted capital. The positive outlook also reflects A.M. Best's expectation that the group will continue to produce profitable underwriting results, while maintaining excellent risk-adjusted capitalization.

The FSR of A- (Excellent) and ICRs of "a-" have been affirmed for GeoVera Insurance Group and its following property/casualty members:

-- GeoVera Insurance Company
-- GeoVera Specialty Insurance Company
-- Pacific Select Property Insurance Company
-- GeoVera Re Ltd.

FOR IMMEDIATE RELEASE

OLDWICK, N.J., MAY 29, 2009

A.M. Best Co. has revised the outlook to positive from stable and affirmed the financial strength rating (FSR) of A- (Excellent) and issuer credit ratings (ICR) of "a-" of GeoVera Insurance Group (GeoVera) (Fairfield, CA) and its property/casualty members. (See below for a detailed list of companies and ratings.)

The ratings and outlook reflect GeoVera's excellent capitalization, moderate underwriting leverage and management's experience in its market segment. Profitable underwriting performance, combined with solid investment income and underwriting fee income, has improved the group's capital position. In addition, GeoVera maintains a moderate underwriting leverage position due to prudent risk management efforts, which have further strengthened risk-adjusted capital. The revised outlook also reflects A.M. Best's expectation that the group will continue to produce profitable underwriting results, while maintaining excellent risk-adjusted capitalization.

Partially offsetting these positive characteristics is GeoVera's geographic concentration of business in catastrophe-prone areas, high gross catastrophe leverage and significant reinsurance dependence. Although GeoVera concentrates all underwriting on providing coverage in catastrophe-prone areas, it combines an established catastrophe-modeled and web-based quoting and binding system to ensure proper pricing with an extensive catastrophe reinsurance program to mitigate its exposure. However, GeoVera maintains high gross catastrophe leverage and is significantly dependent on reinsurance to reduce this exposure to a manageable level on a net basis. Furthermore, GeoVera has paid stockholder dividends to its parent in recent years, which resulted in a decline in surplus in 2008 and tempered surplus growth in 2007.

The FSR of A- (Excellent) and ICRs of "a-" have been affirmed for GeoVera Insurance Group and its following property/casualty members:

GeoVera Specialty Insurance Company is now offering a Residential Comprehensive Earthquake Policy available in Alabama, Arkansas, Illinois, Indiana, Mississippi, Missouri, Ohio, Tennessee and South Carolina. The comprehensive earthquake policy is a unique insurance product that offers broad protection for the dwelling, other structures, personal property, and additional living expense. The comprehensive earthquake policy is offered as a combined single limit of coverage with a deductible of 5%, 10%, 20% or 25% depending on the property's location and construction type. Visit www.geoveraspecialty.com for more information.

Announcement:
Freidman, Fleischer, and Lowe and Hellman & Freidman Complete
Acquisition of St Paul Travelers CATRisk Operation:

We are pleased to announce that Freidman, Fleischer, & Lowe, LLC and Hellman & Freidman LLC, leading San Francisco-based private equity firms, have completed their acquisition of the CATRisk operation of The St. Paul Travelers, Inc., which conducts business through GeoVera Insurance Company and Pacific Select Property Insurance Company.

In a related development, we are pleased to announce that A. M. Best Company has assigned the rating of “A-“ (Excellent) to GeoVera Holdings, Inc. and our wholly owned subsidiaries, including GeoVera Insurance Company and Pacific Select Property.

Now that this acquisition is complete we remain committed to providing you with continued ongoing support of our existing products; continued financial stability and underwriting discipline; excellent claim services; and the opportunity to expand our product offerings

Going forward, the CATRisk Division will operate under the name GeoVera Holdings, Inc., .and will be led by the current management team, headed by Kevin Nish, Chief Executive Officer, and Karen Padovese, Chief Operating Officer.

Mr. Nish said: “As we begin our new life as an independent, privately owned company we are pleased that we will continue to be well capitalized and in good position to expand our product offerings and enhance our service. We are looking forward to the many opportunities for growth which we will now be ideally positioned to pursue.”

As always, our two management teams will be working toward a seamless integration of GeoVera Holdings, Inc. into the Friedman, Fleischer & Lowe and Hellman & Friedman organization. Attached for your review is the most recent press release regarding this transaction and a brief questions and answer guide.

Thank you,
Scott Garfield
Vice President - Marketing
GeoVera Holdings, Inc.

Q&A
Questions and answers about the acquisition:

Q: What is GeoVera Holdings, Inc.?
A: GeoVera Holdings, Inc. (formerly the St Paul Travelers CATRisk Division) is an insurance holding company which conducts its specialty excess and surplus personal lines property business under the GeoVera, Pacific Select Property and USF&G Specialty brands.

Q: Why was St. Paul Travelers CATRisk Division sold?
A: The business was not consistent with the strategic business direction of The St Paul Travelers.

Q: How much business does the GeoVera Holdings operation write each year?
A: GeoVera Holdings wrote approximately $240 million of direct written premium through the third quarter of 2005.

Q: How many employees are dedicated to the GeoVera Holdings business operation and will they be retained now that the acquisition is complete?
A: There are approximately 100 employees dedicated to the GeoVera Holdings business, primarily located in California, Tampa, and Wisconsin. It is expected that all employees will continue in their current positions.

Q: What will be the impact of the sale on agents and brokers?
A: Very little in the near term. Over the longer term, we see opportunity to develop new products and expand into new markets.

Q: Will there be any change to commissions and agent and broker agreements?
A: At this time, we do not anticipate any change to the compensation and contractual arrangements between the various GeoVera Holdings entities and its agents and brokers as a result of this acquisition.

Q: Will this acquisition change the underwriting practices of the various entities?
A: No changes are anticipated at this time.

Q: What will be the impact of this sale on the financial stability of the various GeoVera Holdings entities?
A: We understand the importance of financial strength so that an insurance company may provide underwriting capacity and claims paying ability to its customers and we are pleased that A. M. Best Company has assigned the rating of “A-“ (Excellent) to GeoVera Holdings, Inc. as well as our wholly owned subsidiaries, including GeoVera Insurance Company and Pacific Select Property.

Q: Where will the CATRisk operations be located?
A: The operations will continue to operate from the same locations as today.

Press Release
Friedman Fleischer & Lowe and Hellman & Friedman COMPLETE ACQUISITION OF
CATRISK OPERATION OF ST. PAUL TRAVELERS
Business to Operate as GeoVera Holdings
San Francisco, November 1, 2005

Friedman Fleischer & Lowe, LLC (“FFL”) and Hellman & Friedman LLC (“H&F”), leading San Francisco-based private equity firms, today announced that investment affiliates of the firms have completed their previously announced acquisition of the CATRisk operation of The St. Paul Travelers Companies, Inc. (NYSE: STA).

Going forward, CATRisk will operate under the name GeoVera Holdings, Inc. (“GeoVera”). Based in Fairfield, California, GeoVera is a specialty property and casualty insurance operation that provides surplus lines homeowners insurance in Florida and Texas, among other states, and admitted residential earthquake insurance in California and Washington. Products are offered through three specialty insurance companies: residential earthquake insurers GeoVera Insurance Company and Pacific Select Property Insurance Company, and surplus lines carrier USF&G Specialty Insurance Company.

GeoVera’s management team, which has led the CATRisk operation since its inception in 1993, will continue to lead the business under FFL and H&F’s ownership. Kevin Nish will serve as Chief Executive Officer and Karen Padovese will serve as Chief Operating Officer. Mr. Nish said, “We are excited to begin a new chapter as an independent company, with outstanding new partners in FFL and H&F and a new name that has strong brand equity. Following the recent hurricanes, GeoVera remains well capitalized and positioned to expand product and service offerings. We look forward to capitalizing on this financial strength to pursue the many growth opportunities available to our business.”

About Friedman Fleischer & Lowe, LLC
Friedman Fleischer & Lowe, LLC is a San Francisco-based private equity firm with $1.2 billion under management focused on investing in U.S. middle-market companies. Formed in 1998, FFL’s strategy is to invest in companies where the substantial strategic and operating expertise of FFL's principals can help management improve margins, make acquisitions and grow earnings. FFL’s targeted sectors include financial services, outsourced business services, consumer products, education, healthcare and marketing and media. Previous investments in the financial services sector include Montpelier ReHoldings, Ltd. (MRH), CapitalSource, Inc. (CSE) and Wilton Re Holdings Limited. Other significant investments include Tempur-Pedic International (TPX), Korn/Ferry International (KFY) and Chief Manufacturing. For more information on Friedman Fleischer & Lowe, visit www.fflpartners.com.

About Hellman & Friedman LLC
Hellman & Friedman LLC is a San Francisco-based private equity investment firm with additional offices in New York and London. Since its founding in 1984, the Firm has raised and managed over $8 billion of committed capital and invested in approximately 50 companies. The Firm's strategy is to invest in superior business franchises and to be a value-added partner to management in select industries including financial services, media, professional services, energy and information services. The Firm has pursued investments in the insurance sector for over a decade, which include Arch Capital Group Limited (ACGL), Mitchell International, Inc., and Vertafore, Inc. Other investments in the financial services sector also include the NASDAQ Stock Market, Inc. (NDAQ) and Mondrian Investment Partners. For more information on Hellman & Friedman, visit www.hf.com.
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Contact: For GeoVera Holdings
Scott Garfield
sgarfield@geovera.com