CHARLOTTE, N.C. and GREENWICH, Conn. and NEW YORK, May 7, 2024
/PRNewswire/ -- Truist Financial Corporation (NYSE: TFC) today
announced that it has completed the previously announced sale of
its remaining stake in Truist Insurance Holdings ("TIH"), a
subsidiary of Truist and the fifth largest insurance brokerage in
the United States, to an investor
group led by private equity firms Stone Point Capital
("Stone Point") and Clayton,
Dubilier & Rice ("CD&R"). Mubadala Investment Company and
other co-investors also participated in the investment.
"Today's announcement is a testament to our strategy, the value
of our insurance business, and the strength and dedication of our
teammates," said TIH Chief Executive Officer John Howard. "Our investors provide us with a
significant opportunity to expand our operations in an industry
where scale is critical to remain competitive. With their backing,
we will explore new avenues of growth and strengthen our overall
operating strategy built around our diversified portfolio of
top-performing businesses, each of which will continue to operate
in the marketplace under its current brand name."
The all-cash transaction values TIH at an implied enterprise
value of $15.5 billion. Additionally,
the company's leaders and producers were given the opportunity to
co-invest in TIH resulting in over 1,500 employee equity
participants in the new stand-alone TIH.
With the closing of this transaction, TIH has established a
best-in-class board of directors comprised of top insurance
industry talent, who will set the company's strategic direction and
provide guidance to the leadership team. Dan Glaser, former CEO of Marsh McLennan and
Operating Partner at CD&R, has been named Chairman.
Richard R. Whitt, former Co-CEO of
Markel Group, Julio Portalatin,
former CEO of Mercer, and Ross
Buchmueller, Former CEO of PURE Insurance, will serve as
independent directors.
"TIH has built a strong reputation in the brokerage marketplace
through our wide-ranging portfolio of businesses," said TIH
President Dave Obenauer. "That
reputation has been validated by the fact that both our debt and
equity offerings were significantly oversubscribed. Having our own
teammates investing in TIH, while retaining all our key talent,
indicates a level of go-forward stability that bodes well for our
future success."
"TIH has a proud history and an even brighter future," said Mr.
Glaser. "As one of the leading risk and insurance organizations in
the world, we will focus on developing our colleagues, attracting
additional industry talent, and enhancing our leading-edge
capabilities to serve clients."
Stone Point and CD&R offer
deep industry and operational expertise to TIH. With the backing of
supportive financial partners, TIH will also have additional
resources to invest in cutting-edge technology and develop new
products and services, offering even greater value to clients.
"We are thrilled to complete the purchase of TIH and enter the
next phase of growth for the business as it becomes a fully
independent company. Truist has built a valuable company, and we
appreciate the partnership to reach this important milestone. We
look forward to working closely with John and Dave and our TIH
colleagues and now fellow shareholders to continue to build TIH,"
said Chuck Davis, Co-CEO of Stone
Point.
"We believe in TIH's mission to attract and inspire the world's
most talented insurance professionals and are eager to carry
forward the legacy that TIH has built," said David Winokur, Partner at CD&R.
"We are excited to partner with Stone Point and the impressive team at TIH to
grow the company's strong position in the industry."
New Brand
As part of its move to a standalone organization, the company
will rebrand as its former abbreviation—TIH. The new, simplified
name builds on the company's past but positions it for the future
with a brand that is clear and streamlined, reflecting the
increased nimbleness and agility it gains from being an independent
operation.
Advisors
Morgan Stanley & Co. LLC is serving as lead financial
advisor, with Truist Securities and Goldman Sachs & Co. serving
as co-advisors, and Davis Polk &
Wardwell LLP is serving as legal counsel to Truist.
J.P. Morgan Securities LLC, BofA Securities, Wells Fargo
Securities, Barclays, RBC Capital Markets, Citi, BNP Paribas
Securities Corp, Mizuho, TD Securities, Evercore and UBS Investment
Bank are serving as financial advisors to Stone Point and CD&R.
Simpson Thacher & Bartlett LLP is serving as legal counsel and
Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as debt
financing counsel to Stone Point. Debevoise & Plimpton LLP is
serving as legal counsel to CD&R.
About TIH
TIH Insurance Holdings, LLC, headquartered in Charlotte, N.C., is the fifth largest
insurance broker in the U.S. TIH operates more than 200 offices
with nearly 10,000 employees through its portfolio of wholesale,
retail and insurance services businesses. To learn more, visit
www.tihinsurance.com.
About Stone Point Capital
Stone Point is an alternative
investment firm based in Greenwich,
CT, with more than $50 billion
of assets under management. Stone
Point targets investments in companies in the global
financial services industry and related sectors. The firm invests
in alternative asset classes, including private equity through its
flagship Trident Funds and credit through commingled funds and
separately managed accounts. In addition, Stone Point Capital
Markets supports our firm, portfolio companies and other clients by
providing dedicated financing solutions. For more information,
please visit www.stonepoint.com.
About CD&R
Founded in 1978, CD&R is a leading private investment firm
with a strategy of generating strong investment returns by building
more robust and sustainable businesses through the combination of
skilled investment experience and deep operating capabilities. In
partnership with the management teams of its portfolio companies,
CD&R takes a long-term view of value creation and emphasizes
positive stewardship and impact. The firm invests in businesses
that span a broad range of industries, including industrial,
healthcare, consumer, technology and financial services end
markets. CD&R is privately owned by its partners and has
offices in New York and
London. For more information,
please visit www.cdr-inc.com and follow the firm's activities
through LinkedIn and @CDRBuilds on X/Twitter.
About Truist
Truist Financial Corporation is a purpose-driven financial
services company committed to inspiring and building better lives
and communities. As a leading U.S. commercial bank, Truist has
leading market share in many of the high-growth markets across the
country. Truist offers a wide range of products and services
through our wholesale and consumer businesses, including consumer
and small business banking, commercial banking, corporate and
investment banking, insurance, wealth management, payments, and
specialized lending businesses. Headquartered in Charlotte,
North Carolina, Truist is a top-10
commercial bank with total assets of $535 billion as
of December 31, 2023. Truist Bank, Member FDIC. Learn more
at Truist.com.
TIH Media Contact:
Kedar
Bryan
Kedar.bryan@tihinsurance.com
Stone Point Contact:
Anne
Gilliland
(203) 862-2926
agilliland@stonepoint.com
CD&R Contact:
Jon
Selib
(212) 407-6035
jselib@cdr-inc.com
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements can be identified by the fact that they do not
relate strictly to historical or current facts. Forward-looking
statements often use words such as "believe," "expect,"
"anticipate," "intend," "pursue," "seek," "continue," "estimate,"
"project," "outlook," "forecast," "potential," "target,"
"objective," "trend," "plan," "goal," "initiative," "priorities,"
or other words of comparable meaning or future-tense or conditional
verbs such as "may," "will," "should," "would," or "could." In
particular, forward-looking statements by Truist include, but are
not limited to, statements Truist makes about (i) the expected cash
proceeds to be received by Truist in connection with the
transaction, (ii) the anticipated timing for closing the
transaction, (iii) the financial impact of the transaction on
Truist, including to its CET1 ratio, tangible book value per share
and earnings per share, (iv) the use of proceeds from the sale, and
(v) expected advantages of the sale to Truist. Forward-looking
statements convey Truist's expectations, intentions, or forecasts
about future events, circumstances, or results. All forward-looking
statements, by their nature, are subject to assumptions, risks, and
uncertainties, which may change over time and many of which are
beyond Truist's control. You should not rely on any forward-looking
statement as a prediction or guarantee about the future. Actual
future objectives, strategies, plans, prospects, performance,
conditions, and results may differ materially from those set forth
in any forward-looking statement. While no list of assumptions,
risks, and uncertainties could be complete, some of the factors
that may cause actual results or other future events or
circumstances to differ from those in Truist's forward-looking
statements include the risks and uncertainties more fully discussed
in Part I, Item 1A (Risk Factors) in Truist's most recently filed
Annual Report on Form 10-K and in Truist's subsequent filings with
the Securities and Exchange Commission: Any forward-looking
statement made by Truist or on its behalf speaks only as of the
date that it was made. Truist does not undertake to update any
forward-looking statement to reflect the impact of events,
circumstances, or results that arise after the date that the
statement was made, except as required by applicable securities
laws. You, however, should consult further disclosures (including
disclosures of a forward-looking nature) that Truist may make in
any subsequent Annual Report on Form 10-K, Quarterly Report on Form
10-Q, or Current Report on Form 8-K.
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SOURCE TIH