RICHMOND, Va., March 16,
2022 /CNW/ -- Markel Corporation (NYSE: MKL) and
Markel CATCo Investment Management Ltd. ("MCIM") today
announced court approval of the buy-out transaction and schemes of
arrangement (the "Buy-Out Transaction") being undertaken by Markel
CATCo Reinsurance Fund Ltd. (the "Private Fund") and the CATCo
Reinsurance Opportunities Fund (the "Public Fund" and together with
the Private Fund, the "Funds"). These two insurance-linked
securities funds are currently in runoff and are managed by MCIM,
the Funds' Bermuda-based
investment manager.
On February 16, 2022, the
Bermuda Court issued an order to
convene meetings of the investors in the Funds for purposes of
voting on whether to proceed with the Buy-Out Transaction that
would allow for the accelerated distribution of remaining capital
to investors in the Funds. On March 4,
2022, meetings of investors in the Funds were held at which
the investors overwhelmingly voted to proceed with the Buy-Out
Transaction. On March 11, 2022, the
Bermuda Court issued orders
approving the Buy Out Transaction (the "Bermuda Orders"). On
March 16, 2022, the United States
Bankruptcy Court for the Southern District of New York entered orders approving the
enforcement in the United States
of the Bermuda Orders pursuant to Chapter 15 of the United States
Bankruptcy Code. All material conditions for closing the Buy-Out
Transaction have now been satisfied.
As previously announced, the Buy-Out Transaction will be
facilitated by affiliates of Markel Corporation that will provide
funding up to $50 million to buy-out
substantially all of the retrocessional segregated accounts of the
Funds and will provide tail risk cover that will allow for the
return of trapped collateral to investors in the Aquilo Fund, a
segregated account of the Private Fund. Additionally, Markel
Corporation will make payments to or for the benefit of investors
in the Funds, net of insurance proceeds, of approximately
$100 million.
Under the terms of the Buy-Out Transaction, participants in the
Buy-Out Transaction will retain the right to receive any upside at
the end of the applicable run-off period if Markel CATCo Re Ltd.'s
held reserves exceed the amounts necessary to pay ultimate claims.
The affiliates of Markel Corporation financing the Buy-Out
Transaction expect to receive a return of all their funding in
relation to the full buy-out of the Funds by the end of the run-off
periods.
Effective at closing, all investors in the Funds, the Markel
CATCo Group Companies (MCIM, the Funds and Markel CATCo Re Ltd.),
Markel Corporation and each of their related parties, among others,
will grant mutual releases of all claims related to the Buy-Out
Transaction, the Markel CATCo Group Companies' businesses and the
investors' investments in the Funds. Also at closing, the two
lawsuits filed by investors in the Private Fund against the former
Chief Executive Officer of MCIM will be dismissed with prejudice.
It is expected that the closing of the Buy-Out Transaction will
occur in late March 2022.
About Markel Corporation
Markel Corporation is a diverse financial holding company
serving a variety of niche markets. The company's principal
business markets and underwrites specialty insurance products. In
each of the company's businesses, it seeks to provide quality
products and excellent customer service so that it can be a market
leader. The financial goals of the company are to earn consistent
underwriting and operating profits and superior investment returns
to build shareholder value. Visit Markel Corporation on the web at
www.markel.com.
Disclaimers and important notices
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Buy-Out
Transaction or otherwise. The Schemes are made solely pursuant to
the terms of the scheme documents sent to investors in the Funds.
The scheme documents contain the full terms and conditions of the
Schemes. The information contained in this announcement is for
background purposes only and no reliance may or should be placed by
any person for any purpose whatsoever on the information contained
in this announcement or on its completeness, accuracy or fairness.
Recipients of this announcement should conduct their own
investigation, evaluation and analysis of the business, data and
property described in this announcement. This announcement does not
constitute a recommendation concerning any investor's decision or
options with respect to the Buy-Out Transaction. The information in
this announcement is subject to change.
The distribution of this announcement and the terms of the
Buy-Out Transaction are subject to restrictions and may not be made
except pursuant to registration with or authorization by the
relevant securities regulatory authorities or an exemption
therefrom. Therefore, persons who may come into possession of this
announcement are advised to consult with their own legal advisors
as to what restrictions may be applicable to them and to observe
such restrictions. This announcement may not be used for the
purpose of an offer or invitation in any circumstances in which
such offer or invitation is not authorized.
No action has been or will be taken in any jurisdiction by the
Funds that would or is intended to permit a public offering, or any
other offering under circumstances not permitted by applicable law,
of any securities.
This announcement has not been approved by an authorized person
for the purposes of section 21 of the U.K. Financial Services and
Markets Act 2000. Accordingly, this announcement is not being
distributed to, and must not be passed on to, the general public in
the U.K. This announcement is for distribution only to persons who:
(i) are outside the U.K.; (ii) are investment professionals, as
such term is defined in Article 19(5) of the U.K. Financial
Services and Markets Act 2000 (Financial Promotion) Order 2000 (as
amended, the Financial Promotion Order); (iii) are persons falling
within Article 49(2)(a) to (d) (high net-worth companies,
unincorporated associations, etc.), of the Financial Promotion
Order; (iv) are members or creditors of the Private Fund or the
Public Fund; or (v) are persons to whom an invitation or inducement
to engage in investment activity (within the meaning of section 21
of FSMA) may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as
Relevant Persons). This announcement is directed only at Relevant
Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons.
Further to the above, the release, publication or distribution
of this announcement in other jurisdictions may be restricted by
law and therefore any persons who are subject to the laws of any
applicable jurisdiction (including any jurisdiction where local
laws or regulations may result in a significant risk of civil,
regulatory or criminal exposure if information concerning the
Buy-Out Transaction is sent or made available to investors in that
jurisdiction (Restricted Jurisdictions)) should inform themselves
about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are
resident in such other jurisdictions or who are subject to the laws
of another jurisdiction to participate in the Buy-Out Transaction
may be affected by the laws of the relevant jurisdictions in which
they are located or to which they are subject. Any failure to
comply with applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
jurisdiction.
Copies of this announcement and any formal documentation
relating to the Buy-Out Transaction are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted
Jurisdiction.
Certain of the statements in this announcement or (and any
related oral statements) may be considered forward-looking
statements. This announcement (including information incorporated
by reference in this announcement), oral statements made regarding
the Buy-Out Transaction and other information published by Markel
Corporation, MCIM and the Funds contain statements which are, or
may be deemed to be, "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995.
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Markel Corporation, MCIM and the
Funds about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this
announcement include statements relating to the expected effects of
the Buy-Out Transaction, the expected timing and scope of the
Buy-Out Transaction and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans,"
"expects," or "does not expect," "is expected," "is subject to,"
"budget," "projects," "strategy," "scheduled," "estimates,"
"forecasts," "intends," "anticipates," or "does not anticipate," or
"believes," or variations of such words and phrases or statements
that certain actions, events or results "may," "could," "should,"
"would," "might" or "will" be taken, occur or be achieved. Although
Markel Corporation, MCIM and the Funds believe that the
expectations reflected in such forward-looking statements are
reasonable, they can give no assurance that such expectations will
prove to be correct. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: the ability to complete the Buy-Out
Transaction, as future market conditions, changes in general
economic and business conditions, the behavior of other market
participants, the anticipated benefits from the Buy-Out Transaction
not being realized as a result of changes in general economic and
market conditions in the countries in which the Funds operate,
weak, volatile or illiquid capital and/or credit markets, changes
in tax rates, interest rate and currency value fluctuations, the
degree of competition in the geographic and business areas in which
the Funds operate and changes in laws or in supervisory
expectations or requirements.
Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be
construed in the light of such factors. Neither Markel Corporation,
MCIM nor the Funds, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on
these forward-looking statements. Other than in accordance with
their legal or regulatory obligations, neither Markel Corporation,
MCIM nor the Funds is under any obligation, and they expressly
disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. This announcement speaks only as of the
date issued.
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SOURCE Markel Corporation