Altamont Capital Management, LP completed the acquisition of JRG Reinsurance Company Ltd. from James River Group Holdings, Ltd.
April 15, 2024
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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.
James River Group Holdings, Ltd. is a Bermuda-based insurance holding company that owns and operates a group of specialty insurance companies. It operates through two specialty property-casualty insurance segments: Excess and Surplus Lines and Specialty Admitted Insurance. The Excess and Surplus Lines segment offers excess and surplus commercial lines liability and property insurance in every United States state, the District of Columbia, Puerto Rico and the United States Virgin Islands through James River Insurance and its wholly owned subsidiary, James River Casualty. The Specialty Admitted Insurance segment focuses on niche classes within the standard insurance markets with a primary focus on fronting business. Through Falls Lake National and its subsidiaries, it has admitted licenses and the authority to write excess and surplus lines insurance in 50 states and the District of Columbia and distributes through a variety of sources, including program administrators and MGAs.