TowerBrook Capital Partners L.P. and Further Global Capital Management, L.P. signed a definitive merger agreement to acquire ProSight Global, Inc. (NYSE:PROS) from West Street Capital Partners, TPG Global, LLC, GS Capital Partners VI Offshore Fund L.P., GS Capital Partners VI Fund, L.P., Tpg Ps 1, L.P. and others for $560 million on January 14, 2021. Under the terms, TowerBrook and Further Global will acquire all outstanding shares of common stock of ProSight Global where ProSight stockholders will receive $12.85 per share of common stock. TowerBrook will acquire a majority stake in ProSight, with Further Global serving as a key minority co-investor. Upon completion of the transaction, ProSight will become a private company with the flexibility and capital to accelerate its next stage of growth. Commitment Parties have agreed to provide a $165 million term loan credit facility and a $65 million revolving credit facility for the purpose of, among other things, providing the financing necessary to fund the consideration to be paid pursuant to the terms of the Merger Agreement. In connection with the termination of the merger agreement, ProSight Global may be required to pay TowerBrook and Further Global a termination fee of $23.44 million plus enforcement costs. TowerBrook and Further Global may be required to ProSight Global a reverse termination fee of $41.5 million in cash plus enforcement costs if TowerBrook and Further Global terminates the merger agreement. Upon closing, Jonathan Ritz will become Chief Executive Officer, while ProSight's current President and Chief Executive Officer, Larry Hannon, will continue serving as President. The acquisition is subject to customary closing conditions, including the receipt of required regulatory approvals, waiting period under the HSR Act (and any extension thereof) relating to the merger shall have expired or been earlier terminated, Borrowings under the revolving credit facility shall not be in excess of $15 million and the completion of a reinsurance transaction with Enstar that will serve to reposition ProSight's capital in support of future growth. Affiliates of the Merchant Banking business of Goldman Sachs and TPG Global, LLC have executed a written consent to approve the transaction, thereby providing the required stockholder approval for the transaction. No further action by other ProSight stockholders is required to approve the transaction. The merger is not subject to a financing condition. The merger agreement was unanimously approved by a special committee of the ProSight Board of Directors. On July 30, 2021, TowerBrook and Further Global Capital received all requisite regulatory approvals, including approvals from the New York State Department of Financial Services and the Arizona Department of Insurance and Financial Institutions, to complete acquisition of ProSight Global, Inc. The acquisition is expected to close in the third quarter of 2021. As of July 30, 2021, the acquisition is anticipated to close on or about August 4, 2021, pending satisfaction of customary closing conditions. Julie H. Jones, Randall Bodner and Daniel McCaughey and Marko Zatylny of Ropes & Gray LLP and C. Andrew Gerlach and Robert G. DeLaMater of Sullivan & Cromwell LLP are serving as legal advisors to ProSight, and Barclays Capital Inc. and Goldman Sachs & Co. LLC are serving as financial advisors to ProSight. Brien Wassner, Perry J. Shwachman, John Butler, Kelly Dybala, Jennifer Norris, Karen Kazmerzak, Joel Feinberg, Benjamin Rosemergy, James Mendenhall, Andrew Shoyer, Andrew Holland, Alan Raul, Christian Brause, Tracy Williams, Jennifer Coplan and Christophe Burusco, Galit Knotz of Sidley Austin LLP is serving as legal advisors to TowerBrook and Further Global, Jennifer Perkins, Rajab Abbassi, Jessica Murray, Benjamin Schreiner and Parimah Hassouri of Kirkland and Ellis also advised Further Global, and Piper Sandler & Co. is serving as financial advisor to TowerBrook and Further Global. Guy Carpenter & Company, LLC is advising ProSight with respect to the reinsurance transaction. Barclays Capital Inc. acted as fairness opinion provider to special committee of ProSight Global. Jason Freedman of Ropes & Gray LLP acted as legal advisor for ProSight TPG, L.P., TPG PS 1, L.P., TPG PS 2, L.P., TPG PS 3, L.P. and TPG PS 4, L.P. while Christopher Machera of Weil, Gotshal & Manges LLP acted for GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P. GS Capital Partners VI GmbH & Co. KG, and GS Capital Partners VI Parallel, L.P. Caroline B. Gottschalk of Simpson Thacher & Bartlett LLP acted as legal advisor to Barclays Capital Inc. in the transaction. A fee of $1 million became due to Barclays upon the delivery of Barclays’ opinion. Additional compensation in an amount to be determined of between $6 million to $8 million will be payable on completion of the merger against which the amounts paid for the opinion will be credited. Simpson Thacher & Bartlett LLP acted as legal advisor to ProSight Global, Inc. TowerBrook Capital Partners L.P. and Further Global Capital Management, L.P. completed the acquisition of ProSight Global, Inc. (NYSE:PROS) from West Street Capital Partners, TPG Global, LLC, GS Capital Partners VI Offshore Fund L.P., GS Capital Partners VI Fund, L.P., Tpg Ps 1, L.P. and others on August 4, 2021. At the close of the transaction, each of Steve Carlson, Lawrence Hannon, Anthony Arnold, Eric Leathers, Richard P. Schifter, Clement S. Dwyer, Jr., Otha T. Spriggs, III, Sheila Hooda and Anne Waleski resigned from the board of directors of ProSight. Jonathan Ritz, Lawrence Hannon, Michael Angelina, Karin Hirtler-Garvey, Eric Leathers, Jonathan Bilzin, David Winokur, Stanley Galanski, Susan Ciccarone, Bruce Kessler and Andrew Pinkes became the directors of ProSight. Lawrence Hannon ceased to be ProSight’s Chief Executive Officer, and Jonathan Ritz became the Chief Executive Officer of ProSight.