Willkie Farr & Gallagher

SageSure to Acquire GeoVera MGA, Including GeoVera’s Industry-Leading Underwriting Franchise in Residential Earthquake Risk

Retrieved on: 
Tuesday, April 9, 2024

Upon the transaction’s completion, SageSure will assume the underwriting operations of GeoVera MGA’s best-in-class residential earthquake franchise.

Key Points: 
  • Upon the transaction’s completion, SageSure will assume the underwriting operations of GeoVera MGA’s best-in-class residential earthquake franchise.
  • With the addition of the GeoVera MGA’s deep earthquake expertise, the transaction will further enhance SageSure’s robust catastrophe risk underwriting capabilities and accelerate its entrance into new markets, including Oregon and Washington.
  • “We are excited to enter into an agreement that solidifies SageSure as one of the leading underwriters of catastrophe-exposed property risk in the US.
  • “We are proud to partner with SageSure on this innovative transaction,” said John Forney, President and CEO of GeoVera.

Bending Spoons to Acquire StreamYard, Leader in Live-Streaming and Video-Recording Solutions

Retrieved on: 
Tuesday, April 9, 2024

Technology company Bending Spoons today confirmed it has agreed to acquire StreamYard Top Corp (also known as Hopin), which owns and operates the products StreamYard, Streamable, and Superwave.

Key Points: 
  • Technology company Bending Spoons today confirmed it has agreed to acquire StreamYard Top Corp (also known as Hopin), which owns and operates the products StreamYard, Streamable, and Superwave.
  • With millions of users worldwide, StreamYard has powered the live-streaming and recording of more than 60 million videos to date.
  • “We admire what the StreamYard team has built and look forward to leveraging our know-how and technologies to help its solutions reach new heights going forward,” said Bending Spoons co-founder and CEO, Luca Ferrari.
  • For the acquisition, Bending Spoons was assisted on legal matters by Willkie Farr & Gallagher, and with its financial and tax due diligence by KPMG.

Cerity Partners Announces Combination with Agility to Offer Outsourced Chief Investment Officer Capability

Retrieved on: 
Monday, April 8, 2024

NEW YORK, April 8, 2024 /PRNewswire/ -- Cerity Partners, a leading independent wealth management firm in the U.S., announced today that it is combining with Denver-based Agility, a provider of outsourced chief investment officer ("OCIO") solutions for endowments, foundations, family offices, corporations, healthcare organizations, and other clientele. Upon closing, Agility will form Cerity Partners OCIO.

Key Points: 
  • The addition of Denver-based Agility will expand Cerity Partners' capabilities through outsourced chief investment officer services to non-profit organizations, UHNW individuals, and family offices.
  • NEW YORK, April 8, 2024 /PRNewswire/ -- Cerity Partners, a leading independent wealth management firm in the U.S., announced today that it is combining with Denver-based Agility, a provider of outsourced chief investment officer ("OCIO") solutions for endowments, foundations, family offices, corporations, healthcare organizations, and other clientele.
  • Agility's investment team will establish an OCIO investment committee within Cerity Partners.
  • Broadhaven Capital Partners served as financial advisor and Willkie Farr & Gallagher LLP served as legal advisor to Cerity Partners.

Arch Insurance North America to Acquire Allianz’s U.S. MidCorp and Entertainment Insurance Businesses

Retrieved on: 
Friday, April 5, 2024

Arch Insurance North America (Arch Insurance), part of Arch Capital Group Ltd. (Nasdaq: ACGL) (Arch), today announces it has entered into a master transaction agreement to acquire the U.S. MidCorp and Entertainment insurance businesses, including select specialty insurance programs, from Allianz Global Corporate & Specialty SE (AGCS) for a $450 million cash consideration to Allianz.

Key Points: 
  • Arch Insurance North America (Arch Insurance), part of Arch Capital Group Ltd. (Nasdaq: ACGL) (Arch), today announces it has entered into a master transaction agreement to acquire the U.S. MidCorp and Entertainment insurance businesses, including select specialty insurance programs, from Allianz Global Corporate & Specialty SE (AGCS) for a $450 million cash consideration to Allianz.
  • The businesses being acquired are written by Fireman’s Fund Insurance Company and its subsidiaries and collectively totaled $1.7 billion of gross premium written in 2023.
  • “The acquisition of the MidCorp business meaningfully expands our presence in the U.S. middle market, a targeted growth area for Arch,” said Matt Shulman, CEO for Arch Insurance North America.
  • This transaction builds upon Arch Insurance’s North America business that has delivered double-digit topline growth for five consecutive years.

Somerset Announced Close of Reinsurance Transaction With Prudential

Retrieved on: 
Monday, April 1, 2024

Somerset Reinsurance Ltd. ("Somerset"), a leading provider of reinsurance solutions to the U.S. life insurance and annuity market, announced today the close of its reinsurance transaction with Prudential Financial, Inc. (NYSE: PRU) (“Prudential”).

Key Points: 
  • Somerset Reinsurance Ltd. ("Somerset"), a leading provider of reinsurance solutions to the U.S. life insurance and annuity market, announced today the close of its reinsurance transaction with Prudential Financial, Inc. (NYSE: PRU) (“Prudential”).
  • The transaction includes $12.5 billion of reserves backing Prudential’s guaranteed universal life policies issued by Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey.
  • Wells Fargo Securities, LLC served as exclusive financial advisor and Willkie Farr & Gallagher LLP served as legal counsel to Prudential for the transaction.
  • RBC Capital Markets served as financial advisor and Mayer Brown LLP served as legal counsel to Somerset Re for the transaction.

Doma Enters into Agreement to Go Private at Price of $6.29 Per Share in Cash; Plans to Merge with an industry leader TRG to Create Attractive Scale Opportunities

Retrieved on: 
Thursday, March 28, 2024

Hudson Structured Capital Management Ltd. (conducting its insurance business as HSCM Bermuda or “HSCM”) would maintain an investment in Doma through Doma TechCo.

Key Points: 
  • Hudson Structured Capital Management Ltd. (conducting its insurance business as HSCM Bermuda or “HSCM”) would maintain an investment in Doma through Doma TechCo.
  • Under the terms of the merger agreement, Doma may solicit alternative acquisition proposals from third parties during a 50-day “go-shop” period following the date of execution of the merger agreement.
  • Doma does not intend to disclose developments related to the solicitation process unless it determines such disclosure is appropriate or is otherwise required.
  • Upon closing of the transaction, Doma will no longer be traded or listed on any public securities exchange.

Take-Two Interactive Software, Inc. to Acquire The Gearbox Entertainment Company Inc., Developer of Highly Successful Borderlands Franchise

Retrieved on: 
Thursday, March 28, 2024

Take-Two Interactive Software, Inc. (NASDAQ:TTWO), one of the largest interactive entertainment companies in the world, announced that it has entered into a definitive agreement with Embracer Group to acquire The Gearbox Entertainment Company, an award-winning creator of industry-defining entertainment experiences, for $460 million.

Key Points: 
  • Take-Two Interactive Software, Inc. (NASDAQ:TTWO), one of the largest interactive entertainment companies in the world, announced that it has entered into a definitive agreement with Embracer Group to acquire The Gearbox Entertainment Company, an award-winning creator of industry-defining entertainment experiences, for $460 million.
  • The purchase price assumes a debt-free, cash-free company with a normalized level of net working capital (excluding cash) at the time of the closing of the acquisition.
  • View the full release here: https://www.businesswire.com/news/home/20240327928202/en/
    Take-Two expects the transaction to deepen its successful relationship with Gearbox Entertainment and to provide increased financial benefits through a fully-integrated operational structure.
  • We set the bar for interactive entertainment and achieved remarkable results with groundbreaking, record-setting games when we worked together at arm's length as partners.

The Fidelis Partnership Spearheads New Lloyd’s Syndicate

Retrieved on: 
Thursday, March 28, 2024

The Fidelis Partnership today announced that Lloyd’s has granted “in principle” approval for the launch of Syndicate 3123 in collaboration with Fidelis Insurance Holdings Limited (NYSE:FIHL) (“Fidelis Insurance Group”), a global specialty insurer, and Hampden Agencies, the largest provider of private capital to Lloyd’s.

Key Points: 
  • The Fidelis Partnership today announced that Lloyd’s has granted “in principle” approval for the launch of Syndicate 3123 in collaboration with Fidelis Insurance Holdings Limited (NYSE:FIHL) (“Fidelis Insurance Group”), a global specialty insurer, and Hampden Agencies, the largest provider of private capital to Lloyd’s.
  • The sponsorship of Syndicate 3123 by The Fidelis Partnership marks the return of its Founder and Chief Executive Officer, Richard Brindle, to the Lloyd’s market after 26 years.
  • Richard Brindle, CEO of The Fidelis Partnership, said: “Our new syndicate will bring underwriting leadership, innovation, and flexibility.
  • We look forward to supporting Syndicate 3123 as it aims to achieve accretive and strong underwriting results to the Lloyd’s market.”
    The Fidelis Partnership and Fidelis Insurance Group are being advised on the transaction by Asta and Willkie Farr & Gallagher (UK) LLP.

Enstor Gas Adds Industry Veteran Jennifer Johnson as General Counsel

Retrieved on: 
Monday, March 18, 2024

Enstor Gas (“Enstor”), the largest privately owned gas storage company in the United States, is pleased to announce that Jennifer Johnson has joined the company as general counsel.

Key Points: 
  • Enstor Gas (“Enstor”), the largest privately owned gas storage company in the United States, is pleased to announce that Jennifer Johnson has joined the company as general counsel.
  • View the full release here: https://www.businesswire.com/news/home/20240318446853/en/
    Enstor Gas general counsel Jennifer Johnson (Photo: Business Wire)
    Before joining Enstor, Jennifer served as general counsel for Salt Creek Midstream where she managed legal, sustainability, and human resources aspects of the business, including governance and finance matters, sustainability reporting, the acquisition and divestiture of energy assets, commercial contracts, litigation and disputes, and regulatory and compliance related matters.
  • Prior to joining Salt Creek, Ms. Johnson served as vice president, general counsel and corporate secretary of Rosehill Resources, Inc., a publicly traded upstream company with assets in the Permian Basin.
  • “Enstor is thrilled to welcome Jennifer on board as general counsel and a key contributing member of our management team,” said Enstor CEO Paul Bieniawski.

Advance Auto Parts Appoints Three New Independent Directors

Retrieved on: 
Monday, March 11, 2024

Advance Auto Parts, Inc. (NYSE: AAP), a leading automotive aftermarket parts provider in North America that serves both professional installer and do-it-yourself customers, today announced that it has appointed A. Brent Windom, Gregory L. Smith and Thomas W. Seboldt as independent directors to the Advance Auto Parts board, effective immediately.

Key Points: 
  • Advance Auto Parts, Inc. (NYSE: AAP), a leading automotive aftermarket parts provider in North America that serves both professional installer and do-it-yourself customers, today announced that it has appointed A. Brent Windom, Gregory L. Smith and Thomas W. Seboldt as independent directors to the Advance Auto Parts board, effective immediately.
  • “We are pleased to welcome Brent, Greg and Tom to the Advance Auto Parts board,” said Gene Lee, independent chair of the board of directors.
  • At the 2024 annual meeting scheduled for May 22, 2024, 11 director nominees are expected to stand for election to the Advance Auto Parts board, including the three newly appointed directors.
  • Centerview Partners LLC is acting as financial advisor to Advance Auto Parts and Hogan Lovells US LLP is acting as legal counsel.