Sagicor Financial Company Ltd. (TSX:SFC) entered into a definitive agreement to acquire ivari Holdings ULC from Wilton Re Ltd. for approximately CAD 380 million on August 24, 2022. The expected consideration, to be paid in cash at closing, is approximately CAD 330 million, subject to certain adjustments. This purchase price assumes funding at ivari?s current target total capital ratio under the LICAT 2023 capital adequacy standard recently finalized by OSFI and following the implementation of IFRS 17, both of which will be in force commencing January 1, 2023. Prior to the closing, ivari is expected to have additional equity capital injected into the business to meet this new standard, which is reflected in the above expected purchase price. A commitment for up to approximately CAD 420 million of new debt financing has been entered into in the form of a 5-year senior secured term loan facility. 80% of the consideration will be funded with debt and rest 20% with cash. As part of its capital management strategy, Sagicor may opt to replace or refinance this term loan with debentures issued in the debt capital markets or other financing sources in whole or in part if and when appropriate. The transaction is expected to close in mid-2023. and is subject to the satisfaction of customary conditions, including required regulatory approvals. The acquisition is expected to be immediately accretive. Based on ivari?s 2021 net income of CAD 74 million, and assuming the financing as contemplated, the transaction would be greater than 25% accretive on an earnings per share pro forma 2021 basis. As of August 14, 2023, Sagicor is currently awaiting receipt of regulatory approvals required under the Canadian Insurance Companies Act with respect to the acquisition of ivari. All other conditions for closing, except those that are only capable of being satisfied on closing, have been satisfied. The transaction is to expect to receive regulatory approvals for the acquisition in Q3 2023 with closing occurring shortly thereafter. As of September 26, 2023, Sagicor Financial Company Ltd. has received all regulatory approvals. The transaction is expected to close on or about October 3, 2023, subject to the satisfaction of all closing conditions.

National Bank Financial acted as lead financial advisor, J.P. Morgan and RBC Capital Markets acted as financial advisors, and Simon A. Romano, Michael Decicco, Stuart S. Carruthers, Michael Kilby, Jill Winton, Kathleen Chevalier, Jonathan N. Auerbach of Stikeman Elliott LLP and Paul Hastings LLP acted as legal advisors to Sagicor. Andrew Jamieson, Marilyn Lion, Kevin Schmidt, Sunil Savkar, J. Michael Snypes, Peter Schuur and Eric Juergens of Debevoise & Plimpton LLP acted as legal advisor to Wilton Re Ltd. in the transaction. Guy Berman and Blair Keefe of Torys LLP acted as legal advisor to ivari Holdings ULC.

Sagicor Financial Company Ltd. (TSX:SFC) completed the acquisition of ivari Holdings ULC from Wilton Re Ltd. on October 3, 2023.