Bermuda-based insurer R&Q Insurance Holdings has reached an agreement to sell its 40% stake in the New York-based MGA Tradesman to Roosevelt Road Capital Partners, the controlling 60% shareholder of Tradesman, which is majority owned by Daniel Hickey, Jr., the CEO of Tradesman.
The total consideration is $47 million, subject to post-closing adjustments based on the 2022 audited financials of Tradesman.
R&Q states that approximately $41 million of the consideration will be paid in cash upon closing of the transaction, while the $6 million will be paid in the form of a 2-year promissory note.
The firm will use the proceeds from the transaction for general corporate purposes and to pay down debt.
R&Q’s share of profits from Tradesman represented $11.2 million and $5.2 million for the financial year 2021 and half year 2022, respectively.
The investment in Tradesman was held at $21.5m as of 30 June 2022. Tradesman is expected to earn $26.5 million in EBITDA in 2022, which could be reduced by up to $9 million if the maximum contingent commissions became payable to reinsurers should the program underperform expectations. Tradesman had net debt at 31 December 2022 of $67 million.
R&Q suggests that it will have made 3.7x its initial investment of $25 million from the acquisition of Sandell Re Ltd. in 2019, which was subsequently converted into a 40% stake in Tradesman, including $46 million of dividends received to date.
As a result of the transaction, R&Q will no longer be liable for nor benefit from any contingent commissions to or from reinsurers. The deal is expected to complete in Q1 2023, pending Tradesman’s lender approvals.
R&Q also took this time to disclose its full year 2022 Program Management update. According to the firm, it was a record year for R&Q Accredited in 2022, with full year Gross Written Premium increasing 80% to $1.8 billion, and full year Program Fee Income rising 78% to $80.0 million.
William Spiegel, Executive Group Chairman, commented, “2022 was an outstanding and record year for our Program Management business, and I am pleased that we have exceeded our target to deliver $1.75 billion in Gross Written Premium, despite the exchange rate headwinds of a strong US dollar on our European business.
“We have now firmly established R&Q Accredited as a scale player and leading partner in both the US and Europe. As we outlined in our recent update, the team has maintained momentum into 2023 and we continue to see a strong pipeline of potential partnerships.
“At the same time, we will retain our highly disciplined approach to MGA selection and reinsurance partnerships, seeking to work only with high-quality MGAs and reinsurers while ensuring we maintain a well-balanced and diversified portfolio.”
Spiegel continued, “Tradesman is a high-quality MGA with whom we have had a long-term profitable partnership. Our decision to reduce our exposure to certain Tradesman programs as part of our ongoing active portfolio management meant our minority investment was no longer strategic and we believe its long-term ownership better fits with its existing management team.
“Given the compelling nature of the offer, we believe the transaction is an excellent outcome for all parties. R&Q still provides program management services to one of Tradesmen’s programs and we look forward to supporting them as a partner in future endeavours.”