Conyers advised White Mountains Insurance Group, Ltd. (NYSE: WTM) on its definitive agreement to invest fresh capital in and to acquire a majority interest in Ark Insurance Holdings Ltd, the ultimate parent company of Ark Syndicate Management Limited.
White Mountains will contribute US$605 million of equity capital to Ark, at a pre-money valuation of US$300 million and will also purchase US$41 million of shares from existing owners. White Mountains will commit to contribute up to an additional US$200 million of equity capital to Ark in 2021. Total post-closing capitalization will exceed US$800 million (and will exceed $1 billion if the additional US$200 million is contributed in full).
At closing, White Mountains will own 72% of Ark on a basic shares outstanding basis (63% on a fully-diluted, fully-converted basis, taking account of a sweat equity plan for the go-forward Ark management team). If the additional $200 million is contributed in full, White Mountains will own 77% of Ark on a basic shares outstanding basis (67% on a fully-diluted, fully-converted basis).
Director Chris Garrod and Associates Jacqueline King and Cathryn Minors worked on the matter alongside Slaughter and May.