subsidiary of Trenwick while Trenwick America and Trenwick Holdings became
subsidiaries of Chartwell Re.
Finally, during the third stage of the restructuring of subsidiaries, which occurred
the same day as the second stage, Chartwell Re sold back all the U.K. subsidiaries it had
received in the second stage of the restructuring to Trenwick (i.e., the ultimate parent and
publicly-listed entity) in exchange for reducing the $135 million intercompany held by
Trenwick and owed by Chartwell Re. Thus, all the U.K. and foreign businesses were
again wholly-owned subsidiaries of parent Trenwick while the U.S. businesses held in
Trenwick America remained the only subsidiaries of Chartwell Re.
6. The LaSalle Combination And The Creation Of Trenwick Group Limited
The day after Trenwick restructured its subsidiaries, September 27, 2000, LaSalle
and Trenwick merged. They merged into a newly-created entity named Trenwick Group
Limited. Chartwell Re then merged with and into its subsidiary Trenwick America
bringing to Trenwick America Chartwell Re’s only other subsidiary, which was inactive.
Thus, when Chartwell Re merged into Trenwick America, Trenwick America became
responsible for the liabilities Chartwell Re had received from Trenwick (including the
approximately $190 million in Assumed Notes) when Trenwick had transferred
substantially all its assets to Chartwell Re in the second stage of the internal restructuring.
To summarize, before the restructuring began, Trenwick America consisted of
only the Trenwick America domestic reinsurance business and (at least operationally) the
reinsurance business of Chartwell. But by the end of the internal corporate restructuring
and the completion of the LaSalle merger, Trenwick America was the branch of