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Latham Advises on Financing for Stone Point Capital and Clayton, Dubilier & Rice’s Acquisition of Truist Insurance Holdings from Truist

March 22, 2024
The US$3 billion senior secured notes offering will support the transaction valuing Truist Insurance Holdings at US$15.5 billion.

Panther Escrow Issuer, LLC and Panther Co-Issuer, Inc. have priced an offering of US$3 billion 7.125% Senior Secured Notes due 2031 in a private offering under Rule 144A and Regulation S of the Securities Act of 1933 to eligible purchasers. The offering will support Truist’s previously announced definitive agreement to sell 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 and Clayton, Dubilier & Rice. Mubadala Investment Company and other co-investors are also participating in the investment. The all-cash transaction values TIH at an implied enterprise value of US$15.5 billion.

Latham & Watkins LLP represented the initial purchasers in the offering with a capital markets team led by New York partners Stelios Saffos, Andrew Baker, and Salvatore Vanchieri, with associates Hana Nah, Paul Lau, Alex Gulino, Emma Gilmore, and Vanessa Hillabrand. Advice was also provided on banking matters by New York partners Alfred Xue and Lisa Collier, with associates Kate Bell and Jun Lei Lee; on tax matters by New York partner Bora Bozkurt, with associate Claire Park;* on insurance regulatory matters by New York counsel Benjamin Lee and Alexander Traum; on broker-dealer regulatory matters by New York counsel Naim Culhaci and associate Jessmine Lee; on investment adviser regulatory matters by Chicago partner Laura Ferrell and associate Ruchi Sharma; on benefits matters by New York partner Bradd Williamson and associate Jaye Han; on sanctions/anti-money laundering matters by Washington, D.C. counsel Andrew Galdes; on FCPA matters by New York partner Matthew Salerno; and on data privacy matters by Houston/Austin counsel Robert Brown and associate Dyllan Brown-Bramble.

*Admitted to practice in Massachusetts only.