Item 7.01.
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Regulation FD Disclosure.
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On January 15, 2021, ProSight
Global, Inc., a Delaware corporation (the “Company”), TowerBrook Capital Partners L.P. (“TowerBrook”)
and Further Global Capital Management (“Further Global”) issued a joint press release announcing that the Company
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pedal Parent Inc., a Delaware corporation
(“Parent”), owned by TowerBrook, Further Global and their affiliated funds, and Pedal Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, subject
to the terms and conditions therein, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly-owned
subsidiary of Parent. Under the terms of the Merger Agreement, the Company stockholders will receive $12.85 per share of common
stock.
A copy of this press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this Item 7.01, including Exhibit
99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to liabilities under that section, unless the Company specifically states
that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing
under the Exchange Act or the Securities Act of 1933, as amended.
FORWARD-LOOKING
STATEMENTS
This Current Report on Form 8-K may
contain certain “forward-looking statements” (including “forward-looking statements” within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995) with respect to the Merger, financial condition, results of operations
and business of the Company and certain plans and objectives of the Board of Directors of the Company. All statements other than
statements of historical or current facts included in this Current Report on Form 8-K are forward-looking statements. Forward-looking
statements often use words such as “anticipate”, “target”, “expect”, “estimate”,
“intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”,
“would”, “could” or other words or terms of similar meaning. Such statements are based upon our current
beliefs and expectations and are subject to significant risks and uncertainties. Actual results may vary materially from those
set forth in the forward-looking statements.
Although the Company believes the expectations
contained in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove correct.
Such risks and uncertainties include: risks and uncertainties related to the proposed transaction with Parent and Merger Sub including,
but not limited to: the expected timing and likelihood of completion of the pending Merger; the risk that the parties may not be
able to satisfy the conditions to the pending Merger in a timely manner or at all; risks related to disruption of management time
from ongoing business operations due to the proposed Merger; the risk that any announcements relating to the pending Merger
could have adverse effects on the market price of the Company’s common stock; and the risk that the proposed transaction
and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and maintain relationships
with its customers, agents or business counterparties, and on its operating results and businesses generally. The Company undertakes
no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional information on factors that may affect the business and financial results of the Company can be found in the filings
of the Company made from time to time with the SEC. Unless indicated otherwise, the terms “ProSight,” “Company,”
“we,” “us,” and “our” each refer collectively to the Company and its subsidiaries.
ADDITIONAL INFORMATION
AND WHERE TO FIND IT
This communication is being made in
respect of the pending Merger involving the Company and Parent. The Company will prepare an information statement for its stockholders
containing the information with respect to the Merger specified in Schedule 14C promulgated under the Exchange Act and describing
the pending Merger. When completed, a definitive information statement will be mailed to the Company’s stockholders. INVESTORS
ARE URGED TO CAREFULLY READ THE INFORMATION STATEMENT REGARDING THE PENDING MERGER AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER. These documents will be available
at no charge on the SEC’s website at www.sec.gov. In addition, documents will also be available for free on the Company’s
website at https://investors.prosightspecialty.com/home/default.aspx.