TowerBrook Capital Partners and Further Global Capital Management are set to acquire all outstanding shares of common stock of ProSight Global (ProSight), a specialty insurance company, in an all-cash transaction valued at approximately $586 million.
TowerBrook is an international investment management firm while Further Global is a private equity firm focused on the financial services industry.
Under the terms of the agreement, ProSight stockholders will receive $12.85 per share of common stock, which represents a 42 per cent premium to the closing share price as on 23 September 2020.
TowerBrook will acquire a majority stake in ProSight, with Further Global serving as a 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 Q3 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 have executed a written consent to approve the transaction, thereby providing the required stockholder approval for the transaction.
The deal will see Jonathan Ritz become CEO, while ProSight's current president and CEO Larry Hannon will continue serving as president.
Ritz joins ProSight after previously serving in roles such as president of Aspen Insurance Holdings, chief operating officer of Validus Holdings, and CEO 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”.
Commenting on the deal, Ritz says: "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.”
He continues: "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 capitalise 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," he adds.
