HAMILTON, Bermuda and NEW YORK, May 9, 2022
/PRNewswire/ -- White Mountains Insurance Group, Ltd. (NYSE:
WTM) ("White Mountains") announced today that it has signed a
definitive agreement to sell NSM Insurance Group ("NSM") to
investment funds affiliated with global investment firm
Carlyle (NASDAQ: CG). The transaction values NSM at
$1.775 billion.
White Mountains expects the transaction will result in a gain of
approximately $280 to its adjusted
book value per share and will increase undeployed capital from
approximately $0.4 billion to
approximately $1.7 billion.
"The NSM team has done a tremendous job building a
market-leading specialty insurance distribution platform. It
has been our pleasure to partner with them along the way," said
Manning Rountree, Chief Executive Officer of White Mountains.
"This transaction is a win for both White Mountains
shareholders and NSM management and employees. We want to
thank Geof, Bill, Marc, Jonathan and the entire NSM team for all of
their hard work. NSM is well positioned going forward, and we
wish them continued success."
"We thank Manning, Morgan, Chris and the rest of the White
Mountains team for their valuable contributions and support
throughout our partnership," said Geof
McKernan, Chief Executive Officer of NSM. "Together,
we achieved strong organic growth, completed six strategic
acquisitions, added high quality talent and built a specialized,
diversified and scaled insurance distribution platform. We
could not be happier with this outcome and are excited to partner
with Carlyle as we embark on NSM's next stage of growth."
"Leveraging Carlyle's deep experience supporting companies in
the insurance services sector, we are thrilled to partner with
NSM's exceptional founder-led management team to help the business
execute numerous upside growth drivers, including continued
operational improvement, accretive M&A opportunities, and
strategic investments in technology and data & analytics," said
John Redett, Head of Global
Financial Services at Carlyle.
The transaction is expected to close during the second half of
2022. The closing is subject to regulatory approvals and
other customary closing conditions. The closing is not
subject to a financing condition.
White Mountains will file a current report on Form 8-K with the
U.S. Securities and Exchange Commission containing a summary of
terms and conditions of the proposed transaction.
J.P. Morgan Securities LLC acted as exclusive financial advisor,
and Cravath, Swaine & Moore LLP served as legal counsel, to
White Mountains and NSM. Holland & Knight LLP also acted as legal
advisor to NSM management. Morgan Stanley & Co. LLC acted
as financial advisor, and Wachtell, Lipton, Rosen & Katz acted
as legal advisor to Carlyle.
About NSM Insurance Group
NSM is a full-service MGA and program administrator for
specialty property & casualty insurance. The company
places insurance in niche sectors such as specialty transportation,
social services, real estate and pet. On behalf of its
insurance carrier partners, NSM typically manages all aspects of
the placement process, including product development, marketing,
underwriting, policy issuance and claims. For more
information, visit www.nsminc.com.
About White Mountains
White Mountains is a Bermuda-domiciled financial services holding
company traded on the New York Stock Exchange and the Bermuda Stock
Exchange under the symbol WTM. Additional financial
information and other items of interest are available at the
Company's web site located at www.whitemountains.com.
About Carlyle
Carlyle (NASDAQ: CG) is a global investment firm with deep
industry expertise that deploys private capital across three
business segments: Global Private Equity, Global Credit and Global
Investment Solutions. With $325
billion of assets under management as of March 31, 2022, Carlyle's purpose is to invest
wisely and create value on behalf of its investors, portfolio
companies and the communities in which we live and invest. Carlyle
employs nearly 1,900 people in 26 offices across five continents.
Further information is available at www.carlyle.com. Follow Carlyle
on Twitter @OneCarlyle.
Media Contacts
For White Mountains:
Rob Seelig
+1 (603) 640-2212
ir@whitemountains.com
For Carlyle:
Brittany Berliner
+1 (212) 813-4839
Brittany.Berliner@carlyle.com
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995
This press release may contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements,
other than statements of historical facts, included or referenced
in this release which address activities, events or developments
which White Mountains expects or anticipates will or may occur in
the future are forward-looking statements. The words "could",
"will", "believe", "intend", "expect", "anticipate", "project",
"estimate", "predict" and similar expressions are also intended to
identify forward-looking statements. These forward-looking
statements include, among others, statements with respect to White
Mountains's:
- change in book value or adjusted book value per share or return
on equity;
- business strategy;
- financial and operating targets or plans;
- incurred loss and loss adjustment expenses and the adequacy of
its loss and loss adjustment expense reserves and related
reinsurance;
- projections of revenues, income (or loss), earnings (or loss)
per share, EBITDA, adjusted EBITDA, dividends, market share or
other financial forecasts of White Mountains or its
businesses;
- expansion and growth of its business and operations; and
- future capital expenditures.
These statements are based on certain assumptions and analyses
made by White Mountains in light of its experience and perception
of historical trends, current conditions and expected future
developments, as well as other factors believed to be appropriate
in the circumstances. However, whether actual results and
developments will conform to its expectations and predictions is
subject to risks and uncertainties that could cause actual results
to differ materially from expectations, including:
- the risks that are described from time to time in White
Mountains's filings with the Securities and Exchange Commission,
including but not limited to White Mountains's Annual Report on
Form 10-K for the fiscal year ended December
31, 2021;
- claims arising from catastrophic events, such as hurricanes,
earthquakes, floods, fires, terrorist attacks or severe winter
weather;
- recorded loss reserves subsequently proving to have been
inadequate;
- the market value of White Mountains's investment in
MediaAlpha;
- the trends and uncertainties from the COVID-19 pandemic,
including judicial interpretations on the extent of insurance
coverage provided by insurers for COVID-19 pandemic related
claims;
- business opportunities (or lack thereof) that may be presented
to it and pursued;
- actions taken by ratings agencies, such as financial strength
or credit ratings downgrades or placing ratings on negative
watch;
- the continued availability of capital and financing;
- deterioration of general economic, market or business
conditions, including due to outbreaks of contagious disease
(including the COVID-19 pandemic) and corresponding mitigation
efforts;
- competitive forces, including the conduct of other
insurers;
- changes in domestic or foreign laws or regulations, or their
interpretation, applicable to White Mountains, its competitors or
its customers; and
- other factors, most of which are beyond White Mountains's
control.
Consequently, all of the forward-looking statements made in this
press release are qualified by these cautionary statements, and
there can be no assurance that the actual results or developments
anticipated by White Mountains will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, White Mountains or its business or
operations. White Mountains assumes no obligation to publicly
update any such forward-looking statements, whether as a result of
new information, future events or otherwise.
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SOURCE White Mountains Insurance Group, Ltd.