R&Q

R&Q Gamma’s outstanding liabilities predominantly relate to the UK P&I Club.

The restructuring arrangement is designed to protect creditors.

The transaction has received all required regulatory approvals and closed.

He joins from R&Q Insurance Holdings, where he has been chief accounting officer.

The transaction with Enstar covers $234mn of net Accredited reserves.

The liquidators were confirmed at a hearing in Bermuda yesterday.

The Bermuda courts will assess Onex’s lower, revised offer for the fronting unit.

The transaction is conditional to the completion of the sale of shares in Accredited to Onex.

In this episode, Liberal Democrat parliamentary candidate for the Cities of London and WestminsterEdward Lucas discusses the importance of financial services in the political debate.

The liquidation will let the company sell its Accredited arm to Onex via an alternative transfer structure.

With topco liquidation looming, there are questions for R&Q and the wider market.

The agency will keep the review open until the company’s sale completes.

Onex has proposed an alternative sale structure, which includes R&Q’s potential liquidation.

The Canadian PE house is delaying close and seeking to renegotiate aspects of the deal.

Available net cash proceeds on closing are now down ~$100mn to $65mn-$110mn

The company is still working to get debt holder approval for the Accredited deal.

The company reiterated its commitment to consummating the Accredited sale.

The Lloyd’s legacy business has been placed up for sale, along with other units.

R&Q is still dealing with a Bermudian regulatory review, personnel turnover and a transitioning business model.

Just over half of votes cast were in favour of the $465mn sale to Onex.

The company announced in March last year that the executive was set to retire.

The regulator has also paused the redemption of the company’s $20mn Tier 2 floating-rate subordinated notes.

The company reiterated that, if the sale does not complete, R&Q “may not be able to repay its debt facilities as they become due, and R&Q would, therefore, be unable to continue as a going concern”.

The company said that the targets were dependent on ‘many factors’, including closing the Accredited sale and paying down debt.

The executive has been in post since September 2020.

The R&Q share price has plummeted since the sale of the ~$1.8bn-premium fronting arm was announced 10 days ago.

The LPT comes less than a week after the legacy carrier agreed the sale of its program management business, Accredited.

Shares continued to slide in trading on Tuesday, falling by a further 31%.

The revised status follows the recent announcement that R&Q Insurance Holdings has agreed a sale of its Accredited program.

R&Q expects ongoing operating losses after the sale as transitions its legacy business to a fee-based model.

Halfway through a complex restructuring is not the time for a CEO (and CFO) change.

R&Q CEO William Spiegel will transfer to the Accredited program management business.

Program management arm Accredited, which is in advanced sale discussions, posted profits of $28.6mn.

Insurance Insider revealed yesterday that the two firms were in advanced talks over a potential transaction.

Goldman Sachs’ private equity arm and Atlas Merchant are no longer involved in the process, sources said.

It is understood that the three firms are in the late stages of the process, with a September deal targeted.

Jerome Lande is deputy CIO and managing partner at Scopia Capital Management.

The downgrade and withdrawal follows R&Q’s request to no longer participate in AM Best’s interactive rating process.

Scopia nominated Jerome Lande as its representative to be appointed to the R&Q board, subject to due diligence checks.

The CEO received $3.9mn in shares alongside his salary and bonus.

The carrier’s legacy business reported pre-tax losses of $56.6mn, while its Accredited business recorded a pre-tax profit of $55.7mn.

The agency maintained the financial strength rating of A- for Accredited, reflecting a "very strong" balance sheet.

Accredited and R&Q Legacy will now operate under two separate holding companies within the group.

The decision comes after R&Q announced it was looking to separate Accredited, its programme management business, and its legacy insurance business.

The company is considering separating its program management business Accredited from its legacy division.

The split of the program and legacy businesses is the most obviously compelling path for R&Q shareholder value creation.

The company believes the program management and legacy businesses would work better as standalone operations.

Jeffrey Hayman has been nominated as non-executive chairman.

After taking a $90mn capital charge relating to the former Ace run-off asbestos book in 2021, the group is looking to liquidate the entity.

R&Q is selling its 40% minority stake in Tradesman, which it acquired in 2019 following the acquisition of Sandell Re.

The R&Q founder had been linked to 777 since its attempted acquisition of the listed firm.

Among the programmes accredited, R&Q agreed its first in Germany.

Going forward, the legacy M&A division will be led by co-heads Huw Battrick and Parri Spector.

The executive chairman has sold around half of his holding back to the company.

The pair have acquired an MSA subsidiary that holds product liability claims for exposure to harmful substances.

The LPT will provide the unnamed California-based pool with reserves related to legacy general liability, employment practices liability and auto liability risks.

The carrier also reported a fee income of $60mn, up from $30mn in the nine-month period ended 30 September 2021.

Huw Battrick replaces Tom Dixon, who left R&Q earlier this year after more than six years at the carrier.

Activist investors had tabled resolutions to oust William Spiegel as executive chairman and appoint Ken Randall as a director.

The carrier’s programme management business’ GWP rose by 82% to $807.3mn.

Phoenix’s original letter, penned by CIO and co-founder Gary Channon last week, described the carrier as being “not competently led” by executive chairman William Spiegel.

Research from this publication exposed a dearth of female leadership in the Lloyd’s market.

CIO Gary Channon claimed R&Q executive chairman William Spiegel is lacking in “competence, alignment and integrity”.

The executive has come under fire from the company’s two largest shareholders, which are calling for his removal.

Five of R&Q’s top 10 shareholders have now come out in support of the executive chairman, while two activist shareholders seek his removal.

Alastair Campbell, current senior independent director, will remain an independent director and retire as planned on 31 January 2023.

Abrdn manages funds owning approximately 6.2% of the outstanding shares of R&Q.

Plus the latest on the FCA backlog, exclusive people moves and all the top news of the week.

A very public shareholder dispute is taking centre stage at a firm in transition.

The investor now has a ~9% holding in the legacy specialist.

In an open letter, the asset manager said investors had seen the performance of the business deteriorate under the leadership of William Spiegel.

The carrier also increased its GWP by 82%, raising it to $807mn in H1 2022 compared to $445mn last year.

The ratings were removed from under review with negative implications after the legacy and programme specialist successfully executed a capital raise.

The two carriers have injected a further $100mn into the underwriting project.

The business will now be known as R&Q Insurance Holdings.

The legacy and programme specialist has also changed its name to R&Q Insurance Holdings.

The legacy specialist started the fundraise in the wake of a collapsed takeover by Brickell.

The longevity specialist had sought to sell on R&Q shares pledged to it as collateral.

The price is a 14% premium on yesterday’s close but substantially below the price that Brickell offered to take the firm private.

The settlement is a “contribution towards costs” from R&Q to Brickell but not an “admission of liability by either party”.

The investment management firm holds a 12.4% stake in the company.

The company also gave further details on its planned $100mn fundraise.

The legacy carrier’s program fee income was $18mn, a 125% year-on-year increase.

The review follows the move by Brickell to terminate its acquisition plans, as AM Best noted an expected 2021 loss for R&Q of $135mn-$145mn.

Plus latest people moves and all the top news of the week.

The company must launch a $100mn placement against the backdrop of a failed takeover deal and a 40% share price collapse.

The legacy and program specialist is pursuing a $100mn rights issue after the collapse of its sale to 777 Partners-owned Brickell.

The company confirmed that shareholders voted against a proposed takeover by the 777-owned insurance arm, after its suitor stated its intention to terminate the deal.

Randall & Quilter (R&Q) has received a letter from Brickell PC Insurance Holdings advising it that it is “in breach of certain obligations” under the terms of its takeover agreement.

The adjourned meeting will take place on May 23, where shareholders will vote on a deal which would see Brickell pay £482mn to acquire R&Q.

The deal will also provide $100mn in new equity funding to the legacy carrier.

Under the partnership, the pair is eyeing up a targeted capacity of about £1bn in GWP over the period.

The legacy carrier said it expected cross-trading on the OTCQX to widen its investor base and support liquidity on the LSE AIM.

The business has reported sustained strong growth in its programs segment.

He will join Randall and Quilter on 1 October 2021 and report to executive chairman William Spiegel.

The portfolio has no active client relationships and was underwritten from 1969 onwards.