Tiberius Acquisition Corporation
PROPOSED BUSINESS COMBINATION: International General Insurance Holdings Ltd.
ESTIMATED CURRENT FUNDS in TRUST: $179.9 Million*
CURRENT PER SHARE REDEMPTION PRICE: $10.43*
IMPLIED EQUITY VALUE: $550.0 Million
*SPACInsider estimate a/o 3-11-20
Tiberius Acquisition Corp. proposes to combine with International General Insurance Holdings Ltd. (“IGI”), an A (Excellent) AM Best rated international specialist (re)insurer underwriting a worldwide portfolio of energy, property, construction & engineering, ports & terminals, financial institutions, casualty, legal expenses, general aviation, professional indemnity, marine liability, political violence, forestry and reinsurance treaty business through its presence in Bermuda, London, Amman, Dubai, Labuan and Casablanca.
HIGHLIGHTS
- IGI is valued at approximately 1.26x book value (Calculated assuming $10.45 price per Tiberius share, no redemption of shares, pro forma outstanding shares of 52.682 million & pro forma book value of $437mm)
- 17-year track record, delivering a 361% return for shareholders since inception.
- IGI has delivered a 90% average combined ratio over the last 10 years.
- IGI’s business consists of 17 business lines spanning across attractive specialty and niche products in 200 plus countries with a business plan to selectively expand into new specialty lines and markets, including a potential entry into the US E&S markets.
- Cost-efficient back office operations in Amman, Jordan.
- Balance sheet with no financial leverage, intangible assets representing only 1% of book value, a conservative investment portfolio, robust solvency ratios and liabilities supported by a rigorous reserving process.
- IGI has delivered low volatility returns with an unlevered ROE of approximately 9% through multiple market cycles.
TRANSACTION DETAILS
Purchase Price: Estimated purchase price of $386mm for 100% of IGI based on 6/30/2019 book value of $316mm
Cash Consideration: $80mm of aggregate cash consideration to IGI shareholders
- Wasef Jabsheh receiving $65,000,000 of the Cash Consideration
- Jabsheh’s family members receiving no Cash Consideration
- The remaining Sellers receiving the remaining $15,000,000 pro rata based on the Purchased Shares owned by each such remaining Seller.
Stock Consideration: Stock consideration for remainder of purchase price, which based on current estimates is expected to equal $306mm (PubCo stock valued at the redemption price, which is currently expected to be approximately $10.45)
The transaction reflects an approximately $550 million public market capitalization (assuming no trust account redemptions by Tiberius public stockholders). The acquisition will be funded through a combination of cash in Tiberius’s trust account, forward purchase commitments, and proceeds from a common stock private placement led by institutional investors. The transaction’s minimum monetary threshold ($100 million) is fully committed from existing forward purchase commitments and current Tiberius investors who have waived their right to redeem alongside a significant backstop from Tiberius’s sponsor and new PIPE investors purchasing stock at $10.20 per share. In addition, Tiberius has entered into an agreement to repurchase 3 million of its warrants for $0.75 per warrant.
The total consideration to be paid by Pubco to the Sellers for the Purchased Shares (the “Transaction Consideration”) will be equal to (i) the sum of (the “Adjusted Book Value”) (A) the total consolidated book equity value of IGI and its subsidiaries as of the most recent month end of IGI prior to the Closing (the “Book Value”), plus (B) the amount of IGI’s out-of-pocket transaction expenses which reduced the Book Value from what it would have been if such expenses had not been incurred, multiplied by (ii) 1.22, and multiplied by (iii) a fraction equal to (A) the total number of Purchased Shares divided by (B) the total number of issued and outstanding IGI ordinary shares as of the Closing.
NOTABLE CONDITIONS TO CLOSING:
- Tiberius having at least $100,000,000 in cash and cash equivalents, including funds in the Trust Account and from any equity financing, at the Closing after giving effect to the Redemption, but prior to the payment of any expenses or other liabilities (the “Minimum Cash Condition”)
NOTABLE CONDITIONS TO TERMINATION:
- The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including, among other reasons: (i) by mutual written consent of Tiberius and IGI; (ii) by either Tiberius or IGI if the Closing has not occurred on or prior to March 15, 2020 (the “Outside Date”)
SPONSOR SHARES AND WARRANTS
[4,312,500 Founder shares at IPO; 4,500,000 private placement warrants purchased at $1.00 at IPO]
Sponsor agreed to transfer to Jabsheh at the Closing:
- 4,000,000 of its Tiberius private warrants
- 1,000,000 of its Tiberius founder shares (Jabsheh Earnout Shares, below)
Sponsor agreed to transfer to Argo at the Closing:
- 500,000 Tiberius private warrants
- 39,200 Tiberius founder shares (Argo Earnout Shares, below)
**Subsequent events: On February 13, 2020, TIBR announced that its sponsor, Lagniappe Ventures LLC, has agreed to forfeit and cancel 180,000 of its shares of common stock of Tiberius upon the closing of the IGI Business Combination.
EARNOUT*
PIPE
Aggregate of $23,611,809 of Tiberius common stock at $10.20 per share
BACKSTOP
“Backstop Subscription Agreement” with Tiberius’ directors and officers Michael Gray and Andrew Poole and their related company the Gray Insurance Company (collectively, the “Backstop Investors”), pursuant to which Tiberius agreed to issue and sell to the PIPE Investors up to an aggregate of $20,000,000 of Tiberius common stock at $10.20 if and solely to the extent that the Minimum Cash Condition would otherwise not be met without their purchase (and prior to giving effect to any payment in Pubco common shares in lieu of cash under the Underwriting Agreement amendment as described below).
FORWARD PURCHASE CONTRACT
- The “anchor investor,” committed, pursuant to a forward purchase contract, to purchase in a private placement to occur concurrently with the consummation of the initial business combination for total gross proceeds of $15,000,000:
- 1,500,000 units, at $10.00 per unit,
- and 300,000 shares of common stock
WARRANT PURCHASE AGREEMENT
Tiberius entered into a Warrant Purchase Agreement with Church Mutual Insurance Company (“Church”), pursuant to which Tiberius agreed to purchase from Church and Church agreed to sell to Tiberius, simultaneously with and subject to the Closing (but after giving effect to the Forward Purchase Contract that was entered into between Tiberius and Church on November 9, 2017 (the “Church Forward Purchase Contract”)):
- 3,000,000 of the Tiberius warrants owned by Church, at $0.75 per warrant, for an aggregate purchase price of $2,250,000 with:
- 1,500,000 of such warrants currently owned by Church and
- 1,500,000 of such warrants to be issued to Church at the Closing pursuant to the Church Forward Purchase Contract
*Church, agreed to purchase, in a private placement to occur concurrently with the consummation of the business combination, 1,500,000 of TIBR’s units, at $10.00 per unit, and 300,000 shares of common stock (which shares were issued for no additional consideration and have the same terms as the founder shares) for total gross proceeds of $15,000,000.
BOARD
- Governed by public company standards for foreign private issuers complying with SEC and Nasdaq rules
- Board of Directors to have 7 directors; 5 designated by IGI (at least 2 shall be considered independent under Nasdaq requirements) and
2 designated by Tiberius (at least 1 shall be considered independent under Nasdaq requirements)
Upon the closing of the proposed transaction, it is expected that IGI’s senior management will continue to serve in their current roles and execute long-term employment contracts. Wasef Jabsheh will own approximately 24% of the company post-transaction. Michael Gray, CEO and Chairman of Tiberius, and Andrew Poole, Chief Investment Officer of Tiberius, will serve as board members of the combined company.
PRO FORMA FINANCIAL PROFILE
- IGI’s IFRS book value was $316 million as of June 30, 2019. This transaction is expected to close in Q1 2020 and add approximately $120 million of equity to IGI’s balance sheet after giving effect to transaction expenses.
- IGI’s gross premium written is expected to be $340 million and net operating income is expected to be $30 million in 2019. Premium growth of approximately 13% year-over-year reflects an improving market environment and rate increases across IGI’s book of business.
- IGI intends to maintain its historical 40% payout ratio post-closing of the business combination.
-
IGI’s financial projections exclude any potential impact of prior year reserve development.
SUBSEQUENT EVENTS
Announced on February 13, 2020:
- Entered into a warrant purchase agreement (the “Warrant Purchase Agreement”) with a holder of Tiberius’ outstanding public warrants pursuant to which Tiberius will repurchase from such holder 3,000,000 of Tiberius’ public warrants at a price of $1.425 per warrant, for an aggregate purchase price of $4,275,000, upon the closing of the proposed business combination
- Tiberius also announced that its sponsor, Lagniappe Ventures LLC, has agreed to forfeit and cancel 180,000 of its shares of common stock of Tiberius upon the closing of the IGI Business Combination.
ADVISORS
- RBC Capital Markets is serving as exclusive financial advisor to IGI.
- Freshfields Bruckhaus Deringer LLP is acting as legal advisor to IGI.
- Cantor and Dowling & Partners are serving as capital markets advisors to Tiberius.
- Cantor is serving as private placement agent to Tiberius
- Ellenoff Grossman & Schole LLP and Lamson Dugan & Murray LLP are serving as legal advisors to Tiberius.
TIBERIUS MANAGEMENT & BOARD
Executive Officers
Michael T. Gray, 57
Executive Chairman and CEO
Mr. Gray, has over 30 years of leadership experience in the insurance industry. He is the principal executive and President of The Gray Insurance Company, a middle-market property and casualty insurance company with an A.M. Best credit rating of ‘A-’. Mr. Gray became President of The Gray Insurance Company in 1996. In addition to his role at The Gray Insurance Company, Mr. Gray is Chairman of the Board of the Louisiana Insurance Guaranty Association since 2008 (Director since 1995), Director of the American Insurance Association since 2011, Director of the Property Casualty Insurers Association of America since 2010, Director of the Tulane University Family Business Center Advisory Council since 2008 and, from 1999 to 2003, served on the board of directors at the Argo Group International Holdings (Nasdaq: AGII), a global property and casualty, specialty insurance, and reinsurance products provider. Mr. Gray was the Chairman of the Board of Family Security, a personal lines/homeowners insurance company, in which The Gray Insurance Company held an ownership interest from 2013 to 2015. This culminated in the sale of the company, which Mr. Gray led, to United Insurance Holding Corporation (Nasdaq: UIHC). The parent of The Gray Insurance Company, Gray & Company, has acquired or developed several business under Mr. Gray’s guidance, including title insurance, oil production and exploration facilities, technology development and real estate. Mr. Gray holds a B.A. from Southern Methodist University and an MBA from Tulane University.
Andrew J. Poole, 36
CIO and Director
Mr. Poole, has over 13 years of diversified insurance company investment experience with a focus on analyzing public insurance companies. Currently an investment consultant at The Gray Insurance Company since 2015, his analytical work on insurance companies includes significant financial statement analysis and on-site due diligence with management teams, valuation and modeling of public securities across the capital structure, high degree of efficiency in data interpretation and reserve analysis and an in depth understanding of insurance markets and financial markets and economics broadly. Mr. Poole’s most recent role prior to joining The Gray Insurance Company was as a Partner and Portfolio Manager at Scoria Capital Partners, LP, a long/short equity hedge fund, where he managed a portion of the firm’s capital including insurance sector investments from 2013 to 2015. His responsibilities included position sourcing and idea generation, fundamental research, risk management and overall investment portfolio construction for the insurance sector. Prior to Scoria, Mr. Poole held various positions at Diamondback Capital Management from 2005 to 2012 (including Portfolio Manager from 2011 onwards) and SAC Capital from 2004 to 2005, both multi-strategy multi-manager cross capital structure long/short hedge funds. Earlier, Mr. Poole started his career at Swiss Re (SIX: SREN) working in facultative property placements in 2003. Mr. Poole was on the Board of Family Security, a personal lines/homeowners insurance company, and worked alongside Michael T. Gray in that capacity from 2013 until 2015. He also served on the risk and reinsurance committees of Family Security working closely with management on rate filings, regulatory matters, strategy, marketing and reinsurance placements from 2013 to 2015. Mr. Poole holds a B.A. from The George Washington University.
Bryce Quin, 34
CFO
Mr. Quinn, has worked for the Gray & Company family of companies since 2003. He has served as Accounting Manager for The Gray Insurance Company since 2007 and maintains and reports on the results and balance of its investment portfolio of The Gray Insurance Company. Additionally, Mr. Quin has been a member of the Gray & Company Investment Committee since its inception in 2013. He has experience analyzing investment opportunities in the insurance industry, the oil and gas sector and commercial property development. Mr. Quin holds an M.B.A. with a Finance Concentration from the University of New Orleans and a B.S. in Accounting from the University of New Orleans.
Board of Directors
C. Allen Bradley, Jr., 65
Director
Mr. Bradley, has over 30 years of insurance underwriting, legal and public company executive leadership experience. He served as Chairman of the Board of Amerisafe, Inc. (NASDAQ: AMSF) from 2005 until 2016 and was, concurrently, Chief Executive Officer from 2003 until 2015. Amerisafe, Inc. is a specialty provider of workers’ compensation insurance focused on small to mid-sized employers engaged in hazardous industries. Mr. Bradley served as President from 2002 until 2010 and also a Director from 2003 to 2016. He joined Amerisafe in 1994 and in addition to the positions described above, Mr. Bradley has served in various other executive capacities, including General Counsel, Chief Operating Officer, and Secretary. He has also managed various departments of the company, including underwriting operations and safety services. Prior to joining Amerisafe, Inc. from 1992 to 1994, Mr. Bradley was engaged in the private practice of law. From 1984 to 1992, Mr. Bradley served as a member of the Louisiana House of Representatives. He chaired the House Committee on Civil Law and Procedure from 1989 to1992 and the Rural Caucus from 1990 to1992. Mr. Bradley served as a member of the board of directors of the National Council of Compensation Insurance from 2012 to 2016. Mr. Bradley is a graduate of Southeastern Louisiana University in Hammond, Louisiana with a Juris Doctorate from Louisiana State University in Baton Rouge, Louisiana.
Senator E. Benjamin Nelson, 76
Director
Senator Nelson, has since 2016 been an attorney in private practice and a strategic partner at HBW Resources, a consulting and advocacy firm. Senator Nelson has over 40 years of insurance, regulatory, government and leadership experience. From 2013 to 2016, Senator Nelson was Chief Executive Officer of the National Association of Insurance Commissioners (NAIC), the U.S. standard setting and regulatory support organization created and governed by the chief insurance regulators from the 50 states, the District of Columbia and five U.S territories. From 2001 to 2013, Senator Nelson served two terms representing the State of Nebraska in the U.S. Senate and was a member of the Senate Agriculture Committee and the Senate Armed Services Committee. Among his many distinguished accomplishments, Senator Nelson was instrumental in gaining passage of the Terrorism Risk Insurance Act (TRIA), which provided a “backstop” for catastrophic insurance losses resulting from acts of terrorism. Earlier in his career, Senator Nelson was Governor of Nebraska (1990 to 1998) where he led the state to eight straight balanced budgets. Senator Nelson has extensive experience in the insurance sector and started his career in insurance law. In addition to his service at the NAIC, he served as Chief Executive Officer of the Central National Insurance Group and was the Director of the Nebraska Department of Insurance. Currently, Senator Nelson serves on the Board of Directors of Behlen Manufacturing Corporation as well as a founding board member of the National Strategic Research Institute. Senator Nelson earned a Juris Doctorate, as well as a bachelor’s and master’s degree from the University of Nebraska in Lincoln, Nebraska. He also received the 2011 Distinguished Alumni Award from the University of Nebraska College of Law and an honorary doctor of letters from the University of Nebraska in 2013.
John D. Vollaro, 72
Director
Mr. Vollaro, has over 40 years of insurance financial and public company executive leadership experience. He has been a Senior Advisor of Arch Capital Group Ltd. (NASDAQ: ACGL) since 2009 and has served as a director of Arch Capital Group Ltd. since 2009. He was Executive Vice President and Chief Financial Officer of Arch Capital Group Ltd. from 2002 to 2009 and Treasurer from 2002 to 2009. Arch Capital Group Ltd. is a global leader in providing specialty insurance and reinsurance solutions. Prior to joining Arch Capital Group Ltd., Mr. Vollaro acted as an independent consultant in the insurance industry since 2000. Prior to 2000, Mr. Vollaro was President and Chief Operating Officer of W.R. Berkley Corporation (NYSE: WRB), one of the nation’s major commercial lines property casualty insurance providers from 1996 to 2000 and a director from 1995 until 2000. Mr. Vollaro was Chief Executive Officer of Signet Star Holdings, Inc., a joint venture between W.R. Berkley Corporation and General Re Corporation, from 1993 to 1995. Mr. Vollaro served as Executive Vice President of W.R. Berkley Corporation from 1991 until 1993, Chief Financial Officer and Treasurer of W.R. Berkley Corporation from 1983 to 1993 and Senior Vice President of W.R. Berkley Corporation from 1983 to 1991.
John W. Hayden, 59
Director
Mr. Hayden, has over 30 years of insurance underwriting and public company executive leadership experience. He was President and Chief Executive Officer of The Midland Company from 1996 to 2008, when it was sold to Munich Reinsurance (XETRA: MUV2.GR). He joined The Midland Company (NASDAQ: MLAN), a provider of specialty insurance products and services, in 1981. Mr. Hayden held positions of increasing responsibility throughout the company including Policy Administration, Product Design and Pricing, Sales and Marketing before becoming President and Chief Executive Officer of American Modern Insurance Group in 1991, a Midland subsidiary company. He was named President and Chief Executive Officer of The Midland Company in 1996. In 2008, The Midland Company was sold to Munich Reinsurance, one of the world’s leading players in the primary insurance and reinsurance industries, and Mr. Hayden served as President of Specialty Insurance at Munich Re America until his retirement in 2010. He is currently active in the private equity arena and serves as President and Chief Executive Officer of CJH Consulting. Mr. Hayden served as a Director of The Midland Company from 1991 to 2008 and is currently on the board of directors of ABR Re, a position he has held since 2015. Mr. Hayden also sits on the board of directors of The E.W. Scripps Company (NYSE: SSP), a media brand portfolio company since 2008, Hauser Private Equity since 2014, and Ohio National Financial Services, Inc. and certain affiliates since 1999. Mr. Hayden is a graduate of Northwestern University in Evanston, Illinois with an M.B.A. from Miami University in Oxford, Ohio.