Fleming Insurance Holdings has confirmed its agreement to acquire JRG Reinsurance Company Ltd. from James River Group Holdings, Ltd. at the previously agreed upon terms, after the Supreme Court, New York County, Commercial Division issued an order directing Fleming Intermediate Holdings to complete the transaction.
James River announced its intention to sell JRG Re, its third-party casualty reinsurance business, to Fleming for an estimated $277 million in November 2023.
In March 2024, James River filed a complaint with the court, citing Fleming’s refusal to finalise the previously negotiated transaction executed in November.
At the time, Eric Haller, CEO of Fleming, attributed this to James River “violating express prohibitions in the Agreement and failing to satisfy numerous closing conditions.”
Now, though, it’s been confirmed that the acquisition of JRG Re by Fleming has been completed at the previously agreed terms.
Frank D’Orazio, CEO, James River Group Holdings, said, “We are pleased to have successfully completed our sale of JRG Re to Fleming in accordance with the Stock Purchase Agreement that the parties negotiated together and executed on November 8, 2023. James River will continue to focus its resources on its core U.S. insurance businesses where we have meaningful scale, including our E&S and fronting businesses.”
This transaction aims to contribute to Fleming’s growth plan adding a complementary infrastructure, a strong balance sheet and capital base, experienced reinsurance professionals, and valuable cedant relationships.
Fleming has particular expertise in run-off and legacy reserve transactions, and a primary focus on non-catastrophe liabilities. JRG Re’s current cedants can tap into Fleming’s suite of capital and reinsurance solutions, says the firm.
Eric Haller, Chief Executive Officer, Fleming, commented, “This strategic transaction marks a significant milestone in our journey, positioning us for even greater success and growth. By integrating this transaction into our operations, we aim to enhance our capacity, ultimately delivering even greater value to our customers and other stakeholders.
“This strategic move is a testament to our commitment to growth, innovation, and serving our clients to the best of our abilities. We recognize the immense potential of the combined teams and are excited to leverage these strengths to drive future accomplishments. We would also like to thank the entire team at James River for their professionalism and dedication during this process.”
The closing of the transaction is subject to customary regulatory approvals. Fleming was advised on the transaction by RBC Capital Markets LLC as financial advisor, and Sidley Austin LLP as legal counsel.
Dan Linden, Head of M&A at Fleming, added, “We were attracted to JRG Re’s diversified lines of business and close alignment of their areas of interest with those of Fleming.
“We believe Fleming is the ideal acquirer of the business and continuing partner of JRG Re’s current counterparties. The JRG Re team will be fully integrated into our business and the Fleming and JRG Re teams will work closely together as a unified organization to capitalize on the significant opportunities Fleming sees in the reinsurance market.”
