Key Developments: Alleghany Corp (Y.N)
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Latest Key Developments (Source: Significant Developments)
Alleghany Corp Announces CFO Change-Form 8-K
Alleghany Corp reported in its Form 8-K that on April 15, 2013, the Board of Directors (Board) of Alleghany Corporation (Company) appointed John L. Sennott, Jr. to serve as Senior Vice President of the Company, effective April 16, 2013, and Chief Financial Officer (CFO) of the Company, effective May 8, 2013. Mr. Sennott will succeed Roger B. Gorham, who will assume overall responsibility for the Company’s fixed income portfolio as previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2013. Full Article
Alleghany Corp Announces Management Role Change
Alleghany Corp announced that it will expand its executive leadership team by separating the role of Chief Financial Officer(CFO) from management of Alleghany's approximately $16 billion fixed income portfolio. Accordingly, Roger B. Gorham will assume overall responsibility for Alleghany's fixed income portfolio and will no longer serve as CFO once a successor is identified. Alleghany plans to retain an executive search firm to assist in identifying a new CFO. Mr. Gorham will serve as Alleghany's Senior Vice President and acting CFO until a successor is identified, at which time Mr. Gorham will be named as Senior Vice President - Head of Fixed Income and Treasurer. Full Article
Alleghany Corporation Pricing Of $400 Million Of 4.95% Senior Notes Due 2022
Alleghany Corporation announced that it has set the price for the public offering of $400 million of its 4.95% Senior Notes due June 27, 2022 (the Senior Notes). Alleghany currently expects to use the net proceeds from the sale of its Senior Notes for general corporate purposes, including, but not limited to, acquisitions, additions to working capital, capital expenditures, investments, contributions of capital to its subsidiaries and repayment of debt. Morgan Stanley, US Bancorp and Wells Fargo Securities are acting as joint book-running managers for the Senior Notes offering. Full Article
Alleghany Corporation Announces Commencement Of Senior Notes Public Offering-DJ
Dow Jones reported that Alleghany Corporation has commenced a public offering of its Senior Notes due 2022 (the Senior Notes). Alleghany expects to use the net proceeds from the sale of its Senior Notes for general corporate purposes, including, but not limited to, acquisitions, additions to working capital, capital expenditures, investments, contributions of capital to its subsidiaries and repayment of debt. Morgan Stanley, US Bancorp and Wells Fargo Securities are acting as joint book-running managers for the Senior Notes offering Full Article
Alleghany Corporation And Transatlantic Holdings, Inc. Announces Closing Of Merger
Alleghany Corporation and Transatlantic Holdings, Inc. announced the closing of their previously announced combination, creating a franchise across specialty insurance and reinsurance lines. With the closing of the transaction, Transatlantic becomes an operating subsidiary of Alleghany, and is expected to increase Alleghany’s breadth of distribution, diversify its underwriting activities and add to its financial strength and flexibility. Pursuant to the terms of the merger agreement signed on November 20, 2011, former Transatlantic stockholders are entitled to receive, for each share of Transatlantic common stock held, either shares of Alleghany common stock or cash consideration with a value equal to $61.14, which is the sum of 0.145 multiplied by the average of the closing sales prices on the NYSE for Alleghany common stock during the five trading days ending the day before the completion of the merger and $14.22. In addition, the Alleghany Board of Directors has been expanded to include former Transatlantic directors Stephen P. Bradley, Ian H. Chippendale and John G. Foos. Current Transatlantic President and CEO Michael C. Sapnar will continue to serve in that capacity. Full Article
Alleghany Corporation and Transatlantic Holdings, Inc. Announces Preliminary Merger Consideration Election Results
Alleghany Corporation and Transatlantic Holdings, Inc. announced preliminary results of elections made by Transatlantic stockholders regarding the form of merger consideration to be received in Alleghany's pending acquisition of Transatlantic. Transatlantic entered into an Agreement and Plan of Merger with Alleghany and Shoreline Merger Sub, Inc. Pursuant to terms of merger agreement, Transatlantic stockholders were entitled to elect to receive, for each share of Transatlantic common stock held, either shares of Alleghany common stock or cash consideration with a value equal to sum of 0.145 multiplied by average of closing sales prices on NYSE for Alleghany common stock during five trading days ending day before completion of merger and $14.22. Based on available information as of election deadline of 5:00 p.m. Eastern Time on March 1, 2012, preliminary election results were Holders of 45,671,833 Transatlantic shares, or approximately 79.3% of outstanding Transatlantic shares, elected to receive shares of Alleghany stock (which includes 3,260,860 shares that made elections pursuant to guaranteed delivery procedures). Holders of 6,912,964 Transatlantic shares, or approximately 12.0% of outstanding Transatlantic shares, elected to receive cash (which includes 255,441 shares that made elections pursuant to guaranteed delivery procedures). Holders of 4,991,997 Transatlantic shares, or approximately 8.7% of outstanding Transatlantic shares, did not make an election. Full Article
Transatlantic Holdings, Inc. To Combine With Alleghany Corporation In $3.4 Billion Transaction
Alleghany Corporation (Alleghany) and Transatlantic Holdings, Inc.(Transatlantic) announced that the companies have entered into a definitive agreement under which Transatlantic will combine with Alleghany. Under the terms of the transaction, the stockholders of Transatlantic will receive aggregate consideration currently valued at $59.79 per share in stock and cash, or approximately $3.4 billion. Under the terms of the agreement, Transatlantic common shares will be exchanged for per-share consideration consisting of 0.145 Alleghany common shares and $14.22 in cash. Transatlantic stockholders may elect to receive cash or stock consideration, subject to proration in the event of oversubscription. Following completion of the transaction, Transatlantic will become an independent stand-alone subsidiary of Alleghany. Following the closing, Joseph P. Brandon, will serve as President of Alleghany Insurance Holdings LLC (AIHL), Executive Vice President of Alleghany, AIHL’s parent company, and Chairman of Transatlantic’s Board. Michael C. Sapnar will retain his current role as Transatlantic’s President and will become CEO effective January 1, 2012. Robert F. Orlich, who will retire as Transatlantic’s CEO at the end of 2011. The transaction is expected to close in the first quarter of 2012. UBS Investment Bank and Morgan Stanley served as financial advisors to Alleghany. Goldman, Sachs & Co. and Moelis & Company served as financial advisors to Transatlantic. Full Article
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