Altamont Capital Management, LP entered into a definitive agreement to acquire JRG Reinsurance Company Ltd. from James River Group Holdings, Ltd. (NasdaqGS:JRVR) for approximately $280 million on November 8, 2023. Total consideration to James River for the sale of JRG Re includes (A) $277 million, which is comprised of (i) $138 million in cash on the closing date, subject to final closing adjustments based on changes in JRG Re?s adjusted net worth between March 31, 2023 and the closing date, and (ii) a $139 million dividend or return of capital or surplus by JRG Re to James River prior to the closing date, which dividend or return of capital or surplus is subject to the availability of unencumbered assets on the closing date, and (B) $2.5 million to be paid by Altamont to James River in the event that certain conditions outlined in the Stock Purchase Agreement are met on the date that is nine months following the closing date. As on March 11, 2024, James River Group Holdings, Ltd. has filed a complaint in the Supreme Court, New York County, Commercial Division against Fleming Intermediate Holdings. Fleming claimed that it had no obligation to close and did not attend the scheduled closing call. Fleming subsequently demanded material economic changes to the agreed-upon transaction terms. The transaction has been unanimously approved by the Board of Directors of both companies. It is subject to customary closing conditions including receipt of required regulatory approvals including approval of the Bermuda Monetary Authority. James River has taken all of the contractually required steps to effect a closing, including the receipt of all regulatory approvals. Transaction is expected to close during the first quarter of 2024. On April 8, 2024, Supreme Court, New York County, Commercial Division ordering Fleming to complete its acquisition of JRG Reinsurance Company on or prior to April 16, 2024.

Citigroup Inc. (NYSE:C) acted as financial advisor, Howden Tiger Capital Markets & Advisory, LLC acted as financial advisor and Debevoise & Plimpton LLP acted as legal advisor to James River Group. Tony Ribaudo, Aaron J. Rigby, Ryan M. Scofield, John Grothaus, Ram Burshtine, Daniel M. Philion, John Jiang, Scott Pollock, Eileen M. Liu, Cathryn Le Regulski, Lauren G. Grau from Sidley Austin LLP acted as legal advisors to Altamont Capital Management, LP.

Altamont Capital Management, LP completed the acquisition of JRG Reinsurance Company Ltd. from James River Group Holdings, Ltd. on April 16, 2024.