James River Group to be Acquired by Aquiline-Led Investors

TL;DR

JRVR going private in a deal with Aquiline Capital Partners, expected to close H2 2024.

AI Summary

James River Group Holdings, Ltd. announced on April 6, 2024, that it has entered into a definitive agreement to be acquired by a consortium of investors led by Aquiline Capital Partners LLC. The transaction is expected to close in the second half of 2024, subject to customary closing conditions. This acquisition will result in James River becoming a privately held company.

Why It Matters

This acquisition signifies a major shift for James River Group, moving from public trading to private ownership, which could impact its strategic direction and operational focus.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and the timeline for completion is not guaranteed.

Key Players & Entities

• James River Group Holdings, Ltd. (company) — The company being acquired.
• Aquiline Capital Partners LLC (company) — Lead investor in the consortium acquiring James River Group.
• April 6, 2024 (date) — Date the definitive agreement was entered into.
• second half of 2024 (date) — Expected closing period for the acquisition.

FAQ

Key Financial Figures

• $0.0002 — ch registered Common Shares, par value $0.0002 per share JRVR NASDAQ Global Select Mar

Filing Documents

• jrvr-20240406.htm (8-K) — 26KB
• 0001620459-24-000077.txt ( ) — 155KB
• jrvr-20240406.xsd (EX-101.SCH) — 2KB
• jrvr-20240406_lab.xml (EX-101.LAB) — 23KB
• jrvr-20240406_pre.xml (EX-101.PRE) — 13KB
• jrvr-20240406_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. As previously announced, on March 11, 2024, James River Group Holdings, Ltd. (the "Company") filed a complaint in the Supreme Court, New York County, Commercial Division (the "Court") against Fleming Intermediate Holdings LLC ("Fleming"), a Cayman Islands limited liability company, relating to the previously announced Stock Purchase Agreement, dated as of November 8, 2023 (the "SPA"), pursuant to which Fleming agreed to purchase all of the outstanding common shares of the Company's wholly-owned subsidiary, JRG Reinsurance Company Ltd. (the "Transaction"). The complaint alleged that Fleming breached the SPA by its refusal to close the Transaction as required under the terms of the SPA, and sought specific performance of Fleming's obligation to complete the acquisition. The Company subsequently filed a motion for preliminary injunction to require Fleming to fulfill its contractual obligation to close the Transaction, and on April 6, 2024 the Court granted the Company's motion and ordered Fleming to complete the Transaction on or prior to April 16, 2024. Fleming notified the Company of its intent to appeal the Court's decision.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the Company's plans, expectations, thoughts, beliefs, estimates, goals, and outlook for the future that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995. These statements generally can be identified by the use of forward-looking terminology such as "anticipates," "estimates," "expects," "intends," "plans", "seeks" and "believes," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could." Forward-looking statements are based on management's expectations as well as certain assumptions and estimates made by, and information available to, management at the time. Those statements are not guarantees of future results or performance and are subject to certain known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. Although it is not possible to identify all of these risks and uncertainties, they include, among others, the following: the inherent uncertainty of litigation and the potential failure to ultimately prevail if the preliminary injunction ordering Fleming Intermediate Holdings to complete its acquisition of JRG Reinsurance Company Ltd. is appealed; and the timing of the, or the potential failure to, close the sale by the Company of the common shares of JRG Reinsurance Company Ltd. pursuant to the SPA. Additional risks, uncertainties, and other factors are detailed from time to time in our public filings, including those included in the disclosures under the headings "Cautionary Note Regarding Forward-Looking Statements" and "Ri

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JAMES RIVER GROUP HOLDINGS, LTD. Dated: April 8, 2024 By: /s/ Sarah C. Doran Sarah C. Doran Chief Financial Officer

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View this 8-K filing on SEC EDGAR