International investment management firm TowerBrook Capital Partners and private equity firm Further Global Capital agreed to acquire 100 percent of the common stock shares of specialty insurer ProSight Global for $586 million cash.
The deal, announced last Friday, means the specialty insurer will move forward as a private company. ProSight went public in July 2019.
The acquisition is expected to close in third-quarter 2021, subject to customary closing conditions, including the receipt of required regulatory approvals. Another closing condition is the completion of a reinsurance transaction with Enstar that will serve to reposition ProSight’s capital in support of future growth, a statement from the acquirers said.
AM Best explained in a separate statement that the reinsurance on the majority of ProSight’s existing reserves involves a ground-up loss portfolio transfer of discontinued workers’ compensation and excess workers’ compensation lines and an adverse development cover on ProSight’s diversified mix of general liability classes of business.
ProSight will cede net loss reserves of approximately $500 million and Enstar’s subsidiary will provide additional aggregate limit of $250 million. AM Best said it anticipates that the transaction will initially reduce ProSight Specialty Group’s underwriting leverage. The rating agency added that it is not changing the credit ratings of the members of ProSight Specialty Group—New York Marine and General Insurance Co., and its wholly owned subsidiaries, Gotham Insurance Co. and Southwest Marine and General Insurance Co.—as a result of the acquisition.
New Jersey-based ProSight’s website indicates that the group’s current Best financial strength rating is “A-.”
When the acquisition deal closes, Jonathan Ritz will become ProSight’s new chief executive officer, while current president and CEO, Larry Hannon, will continue serving as president. In prior roles, Ritz served as president of Aspen Insurance Holdings Limited, chief operating officer of Validus Holdings Limited, and CEO of Validus Specialty.
Under the terms of the deal, ProSight stockholders will receive $12.85 per share of common stock, which represents a 42 percent premium to the closing share price as on Sept. 23, 2020, the last trading day prior to media reports about a possible acquisition by TowerBrook.
TowerBrook will acquire a majority stake in ProSight, with Further Global serving as a key minority co-investor.
The investors said the deal for ProSight is the result of a targeted approach to the insurance market. For TowerBrook, the acquisition aligns with an investment strategy to back strong management teams operating in growth markets and builds on a long history of investing in the insurance and financial services industries. For Further Global, the investment in ProSight is a continuation of its principals’ successful track record of investing in the insurance and reinsurance industries over the past 22 years, the statement said.
“TowerBrook and Further Global will work with ProSight’s management team in furtherance of building an enduring specialty insurance franchise,” they said.
Founded in 2009, ProSight writes a diverse mix of admitted and non-admitted specialty lines of business in all 50 states.
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