AmTrust Stockholders Approve Amended Merger Transaction for $2.95 Billion

June 26, 2018

Willkie serves as independent legal advisor for the AmTrust Special Committee.

On June 21, AmTrust Financial Services, Inc. (Nasdaq:AFSI) announced that AmTrust stockholders voted to approve the proposed amended merger agreement with Evergreen Parent, an entity formed by the Karfunkel-Zyskind Family and private equity funds managed by Stone Point Capital LLC. Under the terms of the amended agreement, Evergreen will acquire the approximately 45% of the company's shares of common stock that the Karfunkel-Zyskind Family and certain of its affiliates and related parties do not already own or control for $14.75 per share in cash. This represents an increase of $1.25 per share over the previously agreed upon $13.50 per share. The transaction values the fully diluted equity of the company at approximately $2.95 billion, excluding the company's outstanding preferred stock.

Amtrust’s Special Committee has unanimously approved the revised merger agreement. AmTrust also announced that AmTrust and Evergreen Parent have entered into a settlement and support agreement with affiliates of Carl C. Icahn, pursuant to which the Icahn Group has agreed to support the transaction and waive appraisal rights and other claims with respect to the transaction.

Based in New York, AmTrust is a multinational insurance holding company offering specialty property and casualty insurance products, including workers' compensation, commercial automobile, general liability and extended service and warranty coverage through its primary insurance subsidiaries rated. AmTrust is included in the Fortune 500 list of largest companies.

The Willkie deal team was led by partner Steven Seidman and included partners Laura Delanoy and Sean Ewen and associates Sarah Wong and Tej Prakash.