22 Jul 2015

Howard Global is the leading independent Lloyd’s bloodstock insurance broker and underwriting group and also provides broking services in other niche areas including Personal Accident. Galileo is the group’s majority owned in-house bloodstock MGA underwriting on behalf of Swiss Re and Scor. Integro, a US based insurance broker and risk management firm, acquired Howard Global together with the minority interest in Galileo.

Notable features of the transaction include:

  • Transaction effected via a discreet and focused marketing – excellent demand received from both UK and International insurance groups;
  • Resulting high valuation reflected the combination of both a specialist wholesale broker and in-house MGA in the same group; and.
  • Deal structured with a high level of flexibility so as to enable certain shareholders to sell at completion and others to realise their investment in due course.
08 Jan 2015

Kingsbridge_Risk_Solutions_ltdKingsbridge is a UK-based commercial broker specialising in the waste & water industries and it also distributes PI package covers online to freelancers under the KPSol brand. In addition it provides other risk management services including captive and protected cell formation and management services. The transaction raised replacement and growth capital from ISIS Equity Partners (renamed Living Bridge) in return for a minority stake.

Key features of the transaction include:

  • Kingsbridge had had a number of approaches over the years, none of which really fully addressed the shareholders’ aspirations.
  • Transaction enabled the shareholders to take some money off the table, retain control and get support for the business’ growth plans.

The transaction is distinctive in that owner-managed UK brokers have found it difficult to raise private equity capital in recent years unless they wanted to embark upon a buy-and-build strategy.

HL_july_2004_v2Resolution Partners’ role:

  • Advised the management teams / minority shareholders on the selection of the preferred partner
  • Structured the transaction to provide initial consideration and deferred put & call options – total maximum consideration $143m
  • Negotiated key commercial terms in Legal Documents
  • Successfully executed one of the largest and most complex recent cross-border transactions in the London Market

Resolution Partners advised the shareholders of Lumley Holdings in connection with its £12m sale to Erinaceous Group Plc. Lumley Holdings’ principal subsidiary, Lumley Letsure is a leading independent insurance intermediary with GWP of £16m. It specialises in the distribution of commercial and residential landlords’ buildings and contents insurance; tenants’ contents and rent guarantee insurance; and tenant referencing services through a network of letting agents, insurance brokers and direct.

Other notable features of the transaction were as follows:

  • The sale strategy entailed a rifle shot approach;
  • The purchaser took over two defined benefit pension schemes at the value of their FRS17 deficit;
  • The entire consideration was paid in cash at completion; and
  • The vendors’ warranties and indemnities reflected their trustee status

Drakefield__april_2007_v2Resolution Partners advised the shareholders of Drakefield in connection with its sale to AA Insurance Services. Drakefield is a leading independent provider of branded online travel insurance under the Go Travel Insurance and 1 Stop Travel Insurance brands backed by a call centre in Basildon. In addition it arranges and administers travel insurance policies for Admiral, Elephant.co.uk, Diamond and Bell. Resolution Partners identified the transaction opportunity, introduced the parties, and negotiated the terms of the transaction. Notable features of the transaction were as follows:

  • Transaction effected via a ‘Rifle-shot’ approach – despite expected high level of demand for the business from both brokers, MGAs and insurers;
  • It involved the combination of Drakefield’s business with the AA’s travel insurance business, thereby creating a business with c. £15m GWP with significant cross-sell opportunities;
  • It enabled Drakefield Management to realise some cash at Completion and provided a cash exit for the private equity investor; and
  • The enlarged business is managed by the Drakefield Management team, all of whom retain a direct equity shareholding in it.

fyfe_2008_v2Fyfe Group was a high margin specialist broker operating in a niche segment of the motor trade business. The principal shareholder, Mike Slack, was a non-executive director of the FSA. The transaction involved the sale of the business to Royal & Sun Alliance Insurance plc.

Key features of the transaction:

  • Transaction effected via a ‘Rifle-shot’ approach – despite expected high level of demand for the business from both brokers, MGAs and insurers;
  • Close to 100% of the consideration received in cash at completion;
  • Principal shareholder was able to step back from the business at completion and also retain control of another motor related insurance distribution business

Lycetts_2009_v2Lycetts is a leading independent commercial insurance broker specialising in farms & estates, HNW property and bloodstock insurance and financial services. Ecclesiastical Insurance Group emerged as Lycetts preferred partner after a review of Lycetts strategic options.

Key features of the transaction:

  • All shareholders were able to realise some cash at Completion;
  • Retired shareholders were able to crystallise the value of their remaining shareholdings and obtain liquidity over a fixed period;
  • Management and employee shareholders have an ongoing equity participation in the business with the ability to sell their shares at an attractive formula price over a five year period

The transaction preserves the operational independence of Lycetts and was negotiated and completed against the backdrop of extremely volatile and difficult conditions in the global financial markets.

Noble_Marine_2011_v3Noble Marine is a leading, high margin specialist intermediary / MGA operating in a very profitable niche segment of the marine sector. The transaction involved the sale of the business to Royal & Sun Alliance Insurance plc.

Key features of the transaction:

  • Transaction effected via a focused marketing – strong demand shown from brokers and insurers (covering both existing and new markets);
  • Significant proportion of the consideration received in cash at completion; and
  • Principal shareholder was able to step back from the business at completion.