- Transaction provides Fortitude Re with new long-term
shareholder base and maintains a strong capital position for
supporting its reinsurance obligations
- Fortitude Re to maintain focus on providing competitive
reinsurance and run-off management solutions to the global
insurance industry
- Carlyle to continue its strategic asset management
relationships with Fortitude Re
- T&D to support Fortitude Re’s growth by leveraging its
industry experience and networks
American International Group, Inc. (NYSE: AIG), The Carlyle
Group (NASDAQ: CG) and T&D Holdings (TYO: 8795) announced today
that a newly created Carlyle-managed fund, together with T&D,
have partnered to acquire from AIG a 76.6 percent ownership
interest in Fortitude Group Holdings, whose group companies operate
as Fortitude Re, for approximately $1.8 billion. After closing,
ownership interests in Fortitude Re will include Carlyle and its
fund investors at 71.5 percent (including the 19.9 percent stake
previously acquired by Carlyle in November 2018), T&D at 25
percent and AIG at 3.5 percent. AIG will receive a $500 million
non-pro-rata distribution, which if not paid by the later of May
13, 2020 or transaction close will result in an additional payment
from the new Carlyle-managed fund and T&D based on their
Fortitude Re ownership interest.
This transaction furthers AIG’s and Carlyle’s efforts to stand
up Fortitude Re as an independent company and position it as a
premier provider of retroactive reinsurance and legacy run-off
management solutions for long-dated, complex risks to the global
insurance industry. The transaction will enhance Carlyle’s ability
to support Fortitude Re’s growth plans, provide Fortitude Re access
to Carlyle’s wide array of investment strategies and position it
for long-term success. T&D brings additional industry and
international expertise to develop Fortitude Re’s strategically
differentiated capabilities. With the backing of Carlyle, T&D
and AIG, Fortitude Re will pursue global opportunities to
successfully acquire and manage legacy insurance portfolios.
Brian Duperreault, AIG’s President and Chief Executive Officer,
said, “Today’s announcement is another important step in our
strategy to efficiently manage our legacy liabilities by further
preparing Fortitude Re for independence, while strengthening our
balance sheet and maintaining our primary focus on upholding
policyholder and regulatory commitments. Carlyle’s expertise in
separating and standing up companies has been invaluable to date,
and we look forward to working with their team and T&D, with
whom we have a longstanding relationship in Japan, as we continue
the separation process. I also want to thank the entire Fortitude
Re team for all their hard work in building the organization. We
look forward to their future success.”
Kewsong Lee, Carlyle’s Co-Chief Executive Officer, said, “This
transaction demonstrates Carlyle’s strategy of developing scalable
platforms to drive shareholder value. Fortitude Re, led by CEO
James Bracken, is strongly positioned as an industry leader in
managing run-off insurance liabilities, and Carlyle looks forward
to partnering with the management team to help Fortitude Re grow.
We are excited about the prospects of further developing our global
investment management services for Fortitude Re as we work to
deliver attractive returns across a variety of asset classes. We
welcome T&D to our partnership with AIG, both of whom are
highly experienced players in insurance, and look forward to
creating an attractive investment opportunity for our fund
investors.”
Hirohisa Uehara, T&D’s Representative Director and
President, said, “We are really honored to invest in Fortitude Re,
which has developed a sophisticated platform for managing life and
P&C insurance liabilities. We have longstanding relationships
with both AIG and Carlyle, and we believe Fortitude Re’s closed
book business will contribute significant synergies to our domestic
life insurance business as well as diversification of our business
portfolio. Additionally, we look forward to supporting Fortitude
Re’s growth by leveraging our years of experience as a Japanese
life insurer.”
The transaction is expected to close in mid-2020, subject to
required regulatory approvals and other customary closing
conditions.
Willkie Farr & Gallagher LLP served as legal advisor to
AIG.
Debevoise & Plimpton LLP served as legal advisor and Oliver
Wyman served as strategic financial advisor to The Carlyle
Group.
Citi served as financial advisor and Nishimura & Asahi, King
& Spalding LLP and Appleby were the legal advisors to
T&D.
Sidley Austin LLP served as legal advisor to Fortitude Re.
Additional information about Fortitude Re is available on its
website at https://www.fortitude-re.com/.
Additional information about T&D’s minority investment will
be available in disclosures T&D will file today with the Tokyo
Stock Exchange, which will also be posted on the “News Releases”
page of its website: https://www.td-holdings.co.jp/en/news/.
About AIG
American International Group, Inc. (AIG) is a leading global
insurance organization. Building on 100 years of experience, today
AIG member companies provide a wide range of property casualty
insurance, life insurance, retirement solutions, and other
financial services to customers in more than 80 countries and
jurisdictions. These diverse offerings include products and
services that help businesses and individuals protect their assets,
manage risks and provide for retirement security. AIG common stock
is listed on the New York Stock Exchange. Additional information
about AIG can be found at www.aig.com. References to additional
information about AIG have been provided as a convenience, and the
information contained on such website is not incorporated by
reference into this press release.
About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global investment firm with
deep industry expertise that deploys private capital across four
business segments: Corporate Private Equity, Real Assets, Global
Credit and Investment Solutions. With $222 billion of assets under
management as of September 30, 2019, Carlyle’s purpose is to invest
wisely and create value on behalf of its investors, portfolio
companies and the communities in which we live and invest. The
Carlyle Group employs more than 1,775 people in 33 offices across
six continents.
About T&D Holdings
T&D Holdings, Inc. (T&D) is a publicly listed insurance
holdings company of T&D Insurance Group, which is comprised of
three core life insurers, Taiyo Life Insurance Company, Daido Life
Insurance Company, and T&D Financial Life Insurance Company.
Its headquarters are located in Tokyo, Japan. As of September 30,
2019, total assets of T&D were JPY 16,117 billion. Daido Life
has had a long-term business partnership with AIG in Japan since
1971. In June 2019, T&D established a wholly owned investment
subsidiary, T&D United Capital Co., Ltd. which is the entity
that will acquire a 25 percent ownership interest in Fortitude
Group Holdings directly, with an aim of accelerating the strategic
initiatives of T&D.
AIG Forward-Looking Statements
Certain statements in this press release may include
projections, goals, assumptions and statements that may constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, and AIG may make related
oral, forward-looking statements on or following the date hereof.
These projections, goals, assumptions and statements are not
historical facts but instead represent only AIG’s belief regarding
future events, many of which, by their nature, are inherently
uncertain and outside AIG’s control. These projections, goals,
assumptions and statements include statements preceded by, followed
by or including words such as “will,” “believe,” “anticipate,”
“expect,” “intend,” “plan,” “focused on achieving,” “view,”
“target,” “goal,” or “estimate.” It is possible that AIG’s actual
results and financial condition will differ, possibly materially,
from the results and financial condition indicated in these
projections, goals, assumptions and statements.
The proposed transaction is subject to risks and uncertainties
and factors that could cause AIG’s actual results to differ,
possibly materially, from those in the specific projections, goals,
assumptions and statements include, but are not limited to (i) that
AIG may be unable to complete the proposed transaction because,
among other reasons, conditions to the closing of the proposed
transaction may not be satisfied or waived; (ii) uncertainty as to
the timing of completion of the proposed transaction; (iii) the
inability to complete the proposed transaction due to the failure
to obtain regulatory approval for the proposed transaction or the
failure to satisfy other conditions to completion of the proposed
transaction; (iv) the failure to realize the expected synergies or
shareholder value from the transaction or delay in realization
thereof; (v) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
transaction agreements; and (vi) other factors that can be found in
AIG’s periodic filings with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934.
AIG is not under any obligation (and expressly disclaims any
obligation) to update or alter any projections, goals, assumptions
or other statements, whether written or oral, that may be made from
time to time, whether as a result of new information, future events
or otherwise.
The Carlyle Group Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
statements include, but are not limited to, statements related to
our expectations regarding the performance of our business, our
financial results, our liquidity and capital resources,
contingencies, our distribution policy, our expected future
dividend policy, the anticipated benefits from converting to a
corporation and other non-historical statements. You can identify
these forward-looking statements by the use of words such as
“outlook,” “believes,” “expects,” “potential,” “continues,” “may,”
“will,” “should,” “seeks,” “approximately,” “predicts,” “intends,”
“plans,” “estimates,” “anticipates” or the negative version of
these words or other comparable words. Such forward-looking
statements are subject to various risks, uncertainties and
assumptions. Accordingly, there are or will be important factors
that could cause actual outcomes or results to differ materially
from those indicated in these statements including, but not limited
to, those described under the section entitled “Risk Factors” in
our Annual Report on Form 10-K for the year ended December 31, 2018
filed with the SEC on February 13, 2019, as such factors may be
updated from time to time in our periodic filings with the SEC,
which are accessible on the SEC’s website at www.sec.gov. These
factors should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
in this release and in our filings with the SEC. We undertake no
obligation to publicly update or review any forward-looking
statements, whether as a result of new information, future
developments or otherwise, except as required by applicable
law.
T&D Holdings Forward-Looking Statements
Statements in this press release that relate to future results
and events are forward-looking statements based on T&D’s
current expectations. Actual results and events in future periods
may differ materially from those expressed or implied by these
forward-looking statements because of a number of risks,
uncertainties and other factors. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements. Actual events may differ materially
from those indicated by such forward-looking statements. In
addition, the forward-looking statements represent T&D’s views
as of the date on which such statements were made. Subsequent
events and developments could cause T&D’s views to change.
Although T&D may elect to update these forward-looking
statements at some point in the future, it specifically disclaims
any obligation to do so. These forward-looking statements should
not be relied upon as representing T&D’s views as of any date
subsequent to the date hereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191125005817/en/
AIG Investors: Sabra Purtill; +1-212-770-7074;
sabra.purtill@aig.com Media: Daniel O’Donnell; +1-212-770-3141;
daniel.odonnell@aig.com The Carlyle Group Investors: Daniel Harris;
+1-212-813-4527; daniel.harris@carlyle.com Media: Christa Zipf;
+1-212-813-4578; christa.zipf@carlyle.com T&D Investors /
Media: Daizo Hara; +81-3-3272-6103;
daizou.hara@td-holdings.co.jp
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