NEW YORK and LONDON and MORRISTOWN, N.J., Jan.
15, 2021 /PRNewswire/ -- TowerBrook Capital Partners
L.P. ("TowerBrook"), an international investment management firm,
and Further Global Capital Management ("Further Global"), a private
equity firm focused on the financial services industry, today
announced the signing of a definitive merger agreement, under which
affiliates of TowerBrook and Further Global will acquire all
outstanding shares of common stock of ProSight Global, Inc. (NYSE:
PROS) ("ProSight" or "the Company"), a domestic specialty insurance
company, in an all-cash transaction valued at approximately
$586,000,000.
Under the terms of the agreement, ProSight stockholders will
receive $12.85 per share of common
stock, which represents a 42% premium to the closing share price as
on September 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 merger agreement was recommended by a special committee of
the ProSight Board of Directors and was then approved by ProSight's
full Board. The acquisition is expected to close in the third
quarter of 2021 and is subject to customary closing conditions,
including the receipt of required regulatory approvals, 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.
Founded in 2009, ProSight is an innovative property and casualty
insurance company writing a diverse mix of admitted and
non-admitted specialty lines of business in all 50 states. ProSight
is a fully licensed and fully rated turnkey platform with
significant franchise value in its core niches. The Company has a
number of long-standing and successful distribution relationships,
a well-developed technology platform, and scalable
infrastructure.
Upon closing, Jonathan Ritz will
become CEO, while ProSight's current President and CEO,
Larry Hannon, will continue serving
as President. Mr. Ritz joins ProSight after previously serving as
President of Aspen Insurance Holdings Limited, Chief Operating
Officer of Validus Holdings Limited, and Chief Executive Officer of
Validus Specialty. Upon completion of the transaction, ProSight
will become a private company with the flexibility and capital to
accelerate its next stage of growth, and Mr. Ritz and Mr. Hannon
will work together with TowerBrook and Further Global to continue
ProSight's development and strategic realignment.
"This is a very exciting and challenging insurance market which
is undergoing significant changes in distribution, pricing, capital
management, and capacity exiting
across many lines of business," said Jonathan Ritz. "Increased frequency and
magnitude of natural catastrophes, social inflation, and the
COVID-19 crisis have contributed to substantial market
dislocations, and ProSight represents a quality platform that is
well-positioned to capitalize on this environment. I am looking
forward to working with the Company's many talented underwriters,
employees, and distribution partners to build a market-leading
specialty insurance company."
"This transaction and the new partnership with TowerBrook and
Further Global will expand ProSight's underwriting capabilities and
fund investments in talent and technology that will improve our
offerings to distribution partners and customers," said
Larry Hannon. "Since our founding 12
years ago, our employees have dedicated themselves to creating a
differentiated specialty insurance company. I'm very proud of what
we created, thank them for their dedication, and very much look forward to
working closely with Jonathan as we write ProSight's next chapter
as a private company."
TowerBrook and Further Global's investment in ProSight is the
result of a targeted approach to the insurance market. This
acquisition aligns with TowerBrook's 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. Further Global's 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. TowerBrook and Further Global will work with ProSight's
management team in furtherance of building an enduring specialty
insurance franchise.
Ropes & Gray LLP and 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. Sidley Austin LLP is serving as legal advisor to
TowerBrook and Further Global, Kirkland and Ellis also advised Further
Global, and Piper Sandler &
Co. is serving as financial advisor to TowerBrook. Truist
Securities, Inc. is acting as lead arranger on financing for the
transaction. Guy Carpenter &
Company, LLC is advising ProSight with respect to the reinsurance
transaction.
About ProSight Global, Inc.
Founded in 2009 and headquartered in Morristown, New Jersey, ProSight Global, Inc.
is an innovative property and casualty insurance company that
designs unique insurance solutions to help customers improve their
business and realize value from their insurance purchasing
decision. The company focuses on select niche industries, deploying
differentiated underwriting and claims expertise with the goal of
enhancing each customer's operating performance. ProSight's
products are sold through a limited and select group of retail and
wholesale distribution partners. Each of ProSight's regulated
insurance company subsidiaries are rated "A-" (Excellent) by A.M.
Best. To learn more about ProSight visit
www.prosightspecialty.com.
About TowerBrook
TowerBrook Capital Partners L.P. is an investment management
firm that has raised in excess of $17.4
billion to date and has a history of creating value for
investors. The firm is co-headquartered in New York and London and focuses on making investments in
companies headquartered in North
America and Europe.
TowerBrook's private equity strategy primarily pursues
control-oriented investments in large and mid-market companies,
principally on a proprietary basis and often in situations
characterised by complexity. TowerBrook's structured opportunities
strategy allows access to a broad array of opportunities,
principally via structured asset and structured equity investments,
enabling investment companies to access funding and expertise to
support growth without ceding control. TowerBrook is a certified B
Corporation. B Corporation certification is administered by the
non-profit B Lab organisation and is awarded to companies that
demonstrate leadership in their commitment to environmental, social
and governance (ESG) standards and responsible business practices.
For more information, please visit www.towerbrook.com.
About Further Global Capital Management
Further Global Capital Management is an employee-owned private
equity firm that makes investments in businesses within the
financial services industry. Further Global seeks to be a true
partner with the management teams with whom it invests with an
objective to be the "Capital Partner of Choice" to the industry.
Further Global seeks out situations in which its extensive network,
operational expertise and capital can drive significant value.
Further Global has offices in New
York and Toronto with broad
support from its network of senior advisors and operating partners.
For more information, please visit www.furtherglobal.com.
Media Contacts
TowerBrook:
Brunswick Group
Blake Sonnenshein / Alex Yankus
917-818-5204
towerbrookcapital@brunswickgroup.com
ProSight:
Joe
Hathaway
973-532-1706
jhathaway@prosightspecialty.com
FORWARD-LOOKING STATEMENTS
This press release may contain certain "forward-looking
statements" (including "forward-looking statements" within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995) with respect to the financial condition, results of
operations and business of ProSight and certain plans and
objectives of the Board of Directors of the Company. All statements
other than statements of historical or current facts included in
this press release are forward-looking statements. Forward-looking
statements often use words such as "anticipate", "target",
"expect", estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words or terms of
similar meaning. Such statements are based upon the Company's
current beliefs and expectations and are subject to significant
risks and uncertainties. Actual results may vary materially from
those set forth in the forward-looking statements.
Although the Company believes the expectations contained in its
forward-looking statements are reasonable, it can give no assurance
that such expectations will prove correct. Such risks and
uncertainties include: risks and uncertainties related to the
proposed transaction including, but not limited to: the expected
timing and likelihood of completion of the pending merger
transaction or the reinsurance transaction; the timing, receipt and
terms and conditions of any required governmental approvals of the
pending transaction that may impose materially burdensome or
adverse regulatory conditions, delay the transaction or cause the
parties to abandon the transaction; potential legal proceedings
that may be instituted against ProSight following announcement of
the transaction; the state of the credit markets generally and the
availability of financing; the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; the risk that the parties may not be able to
satisfy the conditions to the pending transaction in a timely
manner or at all; risks related to disruption of management time
from ongoing business operations due to the proposed transaction;
the risk that any announcements relating to the
pending transaction could have adverse effects on the market
price of the ProSight's common stock; and the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of the Company to retain and hire key
personnel and maintain relationships with its customers, agents or
business counterparties, and on its operating results and
businesses generally. The Company undertakes no obligation to
correct or update any forward-looking statements, whether as a
result of new information, future events or otherwise. Additional
information on factors that may affect the business and financial
results of the Company can be found in the filings of the Company
made from time to time with the SEC. Unless indicated otherwise,
the terms "ProSight," and "Company" each refer collectively to
the Company and its subsidiaries.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the pending
merger transaction involving ProSight. The Company will prepare an
information statement for its stockholders containing the
information with respect to the transaction specified in Schedule
14C promulgated under the Exchange Act and describing the pending
transaction. When completed, a definitive information statement
will be mailed to the Company's stockholders. INVESTORS ARE URGED
TO CAREFULLY READ THE INFORMATION STATEMENT REGARDING THE PENDING
TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PENDING TRANSACTION. These documents will be
available at no charge on the SEC's website at www.sec.gov. In
addition, documents will also be available for free on the
Company's website at
https://investors.prosightspecialty.com/home/default.aspx.
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SOURCE TowerBrook Capital Partners L.P.; Further Global Capital
Management; ProSight Global, Inc.
