James River Group Holdings has filed a complaint in the Supreme Court, New York County, Commercial Division, against Fleming Intermediate Holdings seeking to enforce the terms of a previously agreed stock purchase agreement (SPA) for the sale of its third-party casualty reinsurance business, JRG Re.
If you remember, on the 8th of November 2023, James River announced its deal to sell JRG Re to Fleming for an estimated $277 million. Now, James River is looking for expedited relief from the Court to require Fleming to close the transaction.
The firm said in a statement on the matter, “James River brings this action in response to the refusal of Fleming to complete the fully negotiated transaction that it executed in November.
“James River has taken all of the contractually required steps to effect a closing, including the receipt of all regulatory approvals.
“However, just hours prior to the contractually required closing, Fleming claimed that it had no obligation to close and did not attend the scheduled closing call. Fleming subsequently demanded material economic changes to the agreed-upon transaction terms.
“The lawsuit makes clear that Fleming’s self-serving complaints are flatly contradicted by the parties’ signed agreement.”
James River has noted that it will take “all actions necessary” to protect its interests, enforce its rights under the SPA and compel Fleming to complete the transaction in accordance with its terms.
The firm added that for as long as it continues to own JRG Re, it will continue to operate and support JRG Re and its cedents as it has throughout its ownership.
Frank D’Orazio, the Company’s Chief Executive Officer, commented, “James River is taking immediate action to enforce its rights under the previously agreed upon transaction with Fleming and ensure that Fleming fulfils its obligations to the Company.
“We remain confident in the strength of JRG Re and its team, and we believe that the steps we are taking are in the best interests of James River and its shareholders.”
