Syncora Holdings Ltd. agreed to sell New York-based subsidiary Syncora Guarantee Inc. to Star Insurance Holdings LLC for $392.5 million in cash, subject to adjustment.
After the closing of the sale, Syncora will also have $32 million in cash and specified noncore assets currently held at Syncora Guarantee, including certain non-cash assets of Pike Pointe Holdings LLC and an 80% interest in Swap Financial Group LLC.
The closing of the transaction remains subject to customary conditions, including approval by the New York Department of Financial Services and clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to take place by the end of the fourth quarter or during the first quarter of 2020. The transaction does not require the approval of Syncora's shareholders.
Syncora can consider other acquisition proposals received prior to 5 p.m. ET on Sept. 13. If a superior proposal is received, Syncora can terminate the agreement and pay Star Insurance a termination fee of $15.7 million and reimburse Star Insurance's reasonable expenses, up to $3.0 million.
Star Insurance is an entity organized by GoldenTree Asset Management LP.
Syncora, working with its financial adviser, Moelis & Co. LLC, and its U.S. legal adviser, Debevoise & Plimpton LLP, had commenced a formal review process to explore and evaluate strategic alternatives, which included the sale of Syncora Holdings or Syncora Guarantee. The process included solicitations of interest from dozens of potential acquirers, executed nondisclosure agreements with 20 potential acquirers and bids from five interested parties.
The financial effects of the agreement and the anticipated method and timing of distributions to shareholders are expected to be disclosed at a later date.
Syncora also announced that the board approved the phasing out of staggered board terms beginning with the 2019 annual general meeting. If this change is approved by shareholders, directors elected at the meeting will serve for a one-year term.
It is expected that the meeting will occur after the sale of Syncora Guarantee has closed.
Sidley Austin LLP and Sheppard Mullin Richter & Hampton LLP served as legal advisers to GoldenTree, while Goldin Associates LLC acted as financial adviser.