Stone Point Capital LLC, Clayton, Dubilier & Rice, LLC and Mubadala Investment Company PJSC reached a definitive agreement to acquire remaining stake in Truist Insurance Holdings, LLC from Truist Financial Corporation for $12.6 billion.
The transaction will be financed via $3 billion senior secured notes offering. The transaction is subject to certain regulatory reviews and approvals and the satisfaction of other customary closing conditions, and the Truist's Board of Directors has unanimously approved the agreement. The transaction has been approved by the European Commission on April 8, 2024. The parties expect to complete the transaction during the second quarter of 2024. The sale of TIH and reinvestment of the $10.1 billion of expected cash proceeds are estimated to be $0.20 dilutive to 2024 earnings per share, assuming the sale closed at the beginning of 2024 and the proceeds from the sale were reinvested in cash yielding 4.5%.
John Esposito, Grant Gregory, Graham Nix and Brandon Winikates of Morgan Stanley & Co. LLC is serving as lead financial advisor, with Truist Securities and Goldman Sachs & Co. serving as co-advisors, and Oliver Smith, Evan Rosen, Margaret E. Tahyar, Eric McLaughlin, William A. Curran, Adam Kaminsky, John B. Meade and Robert F. Smith of Davis Polk & Wardwell LLP acted as legal counsels to Truist. J.P. Morgan Securities LLC, BofA Securities, Wells Fargo Securities, Barclays, RBC Capital Markets, Citi, BNP Paribas Securities Corp, Mizuho, TD Securities, Evercore and UBS Investment Bank are serving as financial advisors to Stone Point and CD&R. Elizabeth A. Cooper, Benjamin Rippeon, William Smolinski, David Rubinsky, Jamin Koslowe, Ken Wallach, Jessica Asrat, Steve DeLott, Spencer Sloan, Drew Kofsky, David Blass, Meredith Abrams, Krista McManus, Dennis Loiacono, Lori Lesser, Toby Chun and Mark C. Viera of Simpson Thacher & Bartlett LLP acted as legal counsel and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as debt financing counsel to Stone Point. Spencer Gilbert, Paul Bird, Ezra Borut, Benjamin Collins-Wood, Alexander Cochran, Ryan Rafferty, Jeffrey Ross, Franklin Mitchell, Jason Auerbach, Marc Ponchione, Paul Laszlo, Sheena Paul, Henry Lebowitz, Jeff Robins, Steven Slutzky, Michael Bolotin, Ted Hassi, Timothy McIver, Anne-Mette Heemsoth and Rick Sofield of Debevoise & Plimpton LLP acted as legal counsel to CD&R. Todd Freed, Victor Hollender and Patrick Lewis of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Mubadala Investment Company. Eric Wedel, Adam Longenbach, Robert Holo, Ben Steadman, Samir Kurani, Patrick Karsnitz, Caroline Epstein, Brian Janson, and Luke Jennings of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Stone Point Capital LLC. Stelios Saffos, Andrew Baker, Salvatore Vanchieri, Alfred Xue, Lisa Collier, Bora Bozkurt, Benjamin Lee, Alexander Traum, Naim Culhaci, Laura Ferrell, Bradd Williamson, Andrew Galdes, Matthew Salerno and Robert Brown of Latham & Watkins LLP acted as legal advisors in the notes offering.