Accelerant Thoma Bravo acquisition sets $20.25 cash offer for ARX

Thoma Bravo has signed an agreement to acquire specialty-insurance software company Accelerant Holdings in an all-cash transaction with an enterprise value of more than $4 billion. Under the proposed Accelerant Thoma Bravo acquisition, holders of both Class A and Class B shares would receive $20.25 in cash per share, a 49% premium to the August 12 closing price.

The August 13 agreement is a proposed take-private, not a completed acquisition. Accelerant and Thoma Bravo expect closing in the first half of 2027, subject to shareholder approval and required insurance regulatory approvals. The companies’ formal announcement describes the transaction as having an enterprise value of more than $4 billion.

What will Accelerant shareholders receive?

If the merger closes on its stated terms, Accelerant shareholders will receive $20.25 in cash for each Class A or Class B share. If closing is delayed by certain pending insurance regulatory approvals, the agreement provides for a ticking fee that accrues at 6% annually for a period specified in the agreement.

Accelerant’s board formed a special committee of independent, disinterested directors to evaluate the deal. The committee unanimously recommended it, and the full board unanimously approved it, according to the company announcement.

• Buyer: Thoma Bravo, through affiliates of Thoma Bravo Discover Fund V.
• Consideration: $20.25 cash per Class A or Class B share.
• Stated valuation: Enterprise value of more than $4 billion.
• Expected timing: First half of 2027, pending approvals.
• Financing: No financing condition; Thoma Bravo has provided an equity commitment.

Why is the shareholder vote likely to matter less than usual?

Altamont Capital Partners affiliates hold about 82% of Accelerant’s outstanding voting rights and have agreed to vote for the transaction. That commitment does not remove the formal shareholder-approval condition, but it gives the proposal substantial disclosed voting support.

Altamont, Accelerant’s largest investor, and the company’s founders intend to retain equity alongside Thoma Bravo. The terms of that continuing ownership are to be finalized before closing.

The merger structure calls for Cherry Tree Merger Sub, a Thoma Bravo affiliate, to merge into Accelerant. Accelerant would remain the surviving company and become a wholly owned subsidiary of Cherry Tree BidCo, another affiliate of Thoma Bravo Discover Fund V, according to Accelerant’s SEC filing.

What does Accelerant do, and what happens to ARX shares?

Accelerant says its Risk Exchange connects specialty-insurance underwriters with risk-capital providers through data, analytics and underwriting insights. The company trades on the New York Stock Exchange under the symbol ARX.

Should the transaction close, Accelerant would become privately held and its common shares would no longer be listed or traded on the NYSE. On August 13, ARX closed at $19.51, up 43.35% for the day, according to Finviz, leaving the shares below the $20.25 proposed cash consideration.

This story draws on original reporting from SiliconANGLE.