PROPOSED ACQUISITION OF CONTROL - DOCKET # EX 18-05

In the Matter of:

PROPOSED ACQUISITION OF CONTROL OF

HARTFORD LIFE INSURANCE COMPANY,
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY,
HARTFORD INTERNATIONAL LIFE REASSURANCE CORPORATION, AND
AMERICAN MATURITY LIFE INSURANCE COMPANY

BY

HOPMEADOW ACQUISITION, INC., HOPMEADOW HOLDINGS, LP,
HOPMEADOW HOLDINGS GP LLC, HOPMEADOW UK HOLDINGS LTD.,
HOPMEADOW CAYMAN GP LLC, CORNELL CAPITAL GP III LP,
CORNELL CAPITAL GP III GP LLC, HENRY CORNELL, AMC FUND GP LP,
AMC SPECIAL MGP LTD, AMC FUND MGP LP, AMC MGP GP LTD,
ROBERT E. DIAMOND, JR., DAVID I. SCHAMIS,
CORNELL CAPITAL PARTNERS III LP, AND ATLAS MERCHANT CAPITAL FUND LP

DOCKET # EX 18-05

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OVERVIEW

On January 19, 2018, HOPMEADOW ACQUISITION, INC., HOPMEADOW HOLDINGS, LP, HOPMEADOW HOLDINGS GP LLC, HOPMEADOW UK HOLDINGS LTD., HOPMEADOW CAYMAN GP LLC, CORNELL CAPITAL GP III LP, CORNELL CAPITAL GP III GP LLC, HENRY CORNELL, AMC FUND GP LP, AMC SPECIAL MGP LTD, AMC FUND MGP LP, AMC MGP GP LTD, ROBERT E. DIAMOND, JR., DAVID I. SCHAMIS, CORNELL CAPITAL PARTNERS III LP, and ATLAS MERCHANT CAPITAL FUND LP (the “Applicants”), filed an application on Form A with the Connecticut Insurance Department (the “Department”) pursuant to Conn. Gen. Stat. §38a-130 and Regs., Conn. State Agencies §38a-138-6 (the “Application”) requesting approval by the Insurance Commissioner of the State of Connecticut for the proposed acquisition of control (the “Proposed Acquisition”) of the Connecticut domestic insurers HARTFORD LIFE INSURANCE COMPANY, HARTFORD LIFE AND ANNUITY INSURANCE COMPANY, HARTFORD INTERNATIONAL LIFE REASSURANCE CORPORATION, and AMERICAN MATURITY LIFE INSURANCE COMPANY) (the "Domestic Insurers"). The Proposed Acquisition will be effected pursuant to the terms of a Stock and Asset Purchase Agreement dated December 3, 2017.

Total consideration to be paid by the Applicants in the transaction shall be an amount of cash equal to $2.05 billion minus each of the following (with defined terms having the meanings assigned to them in the Stock and Asset Purchase Agreement): (i) the Pre-Closing Dividend amount, (ii) the amount of any Leakage at or prior to the Closing (other than the Acquired Companies' cash contribution to the Hartford Retirement Plan for U.S. Employees in 2017), (iii) the Hartford Life, Inc. Notes Payoff Amount, (iv) the Dividend Restriction Purchase Price Adjustment, (v) the Additional Adjustment, and (vi) the Rollover Amount.

As required by Conn. Gen. Stat. §38a-132 and Regs., Conn. State Agencies §38a-138-6 a public hearing will be held on the Proposed Acquisition of the Domestic Insurers within thirty days after the Application is deemed complete in all respects. When the Application is complete, a notice of public hearing will be issued to consider the Proposed Acquisition.

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The following is a list of all documents related to the Proposed Acquisition which are available for public viewing. Some documents which include trade secrets or personal data have been exempted from public inspection pursuant to the Connecticut Freedom of Information Act. (see Conn. Gen. Stat. §1-210).