Investment management firm TowerBrook Capital Partners and private equity firm Further Global Capital Management have 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 the specialty insurance company ProSight Global. The all-cash transaction is valued at about $586 million.
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 of September 23, the last trading day prior to news reports of a possible acquisition. TowerBrook will acquire a majority stake in ProSight, while Further Global will serve as a key minority co-investor. The deal is expected to close in the third quarter.
Founded in 2009, ProSight writes a diverse mix of admitted and non-admitted specialty lines of business in all 50 states. Upon closing, Jonathan Ritz will become CEO of ProSight. Ritz has previously served as president of Aspen Insurance Holdings, chief operating officer of Validius Holdings Limited, and CEO of Validius Specialty. Larry Hannon, ProSight’s current president and CEO, will continue serving as president.
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“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,” Ritz said. “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,” Hannon said. “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.”