M&A - WHITE MOUNTAINS INSURANCE GROUP LTD

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000077686725000009

Filing Summary: On July 4, 2025, White Mountains Insurance Group, Ltd. and its indirect wholly owned subsidiaries WM Monroe Holdings, Inc. and WM Phoenix GP, LLC entered into a Unit Purchase Agreement with AQ Phoenix Parent, L.P. The agreement establishes that White Mountains will acquire a 51% controlling interest in Distinguished Programs for approximately $230 million in cash, inclusive of their existing 1% interest. A press release was made on July 7, 2025, detailing the acquisition. The Purchase Agreement includes customary representations and warranties, covenants restricting the business conduct of Distinguished until the closing, and indemnification provisions between the parties. The agreement allows for termination under specific conditions, with an expected closing date in the third quarter of 2025, dependent on regulatory approvals and customary conditions. Notably, completion does not require approval from White Mountains' shareholders. On the third anniversary of closing, certain sellers may sell additional units to White Mountains at the same price, potentially totaling an additional $130 million. The Purchase Agreement will be filed as an exhibit to the next periodic report.

Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: New

Accession Number: 000077686725000004

Filing Summary: On April 10, 2025, White Mountains Insurance Group, Ltd. announced a significant investment in BroadStreet Partners, an insurance brokerage company. The investment involves a total of $150 million and is made in collaboration with co-lead investors Ethos Capital and British Columbia Investment Management Corporation. The press release detailing this transaction was issued simultaneously and is attached as Exhibit 99.1 to the report.