Strategically Positioning Truist Insurance Holdings for Long-Term Success
Stone Point
Capital
Overview
Governance
Investment Terms
Summary of key terms
Valuation
$14.75B aggregate value
Common equity value: $9.75B
Investment size
Investor ownership in TIH
Investment type
Preferred
Warrants
TIH board composition
Future exit rights
Consent rights
STONE POINT CAPITAL
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Preferred equity issued to Truist: $5.0B
$1.95B
20% minority stake; investment to be made by Stone Point Capital, in partnership with co-investors including Mubadala Investment Company (collectively
referred to as "Stone Point")
Secondary sale of Truist's common equity ownership of TIH
Cash proceeds from sale received by Truist
$5.0B of intercompany debt-like preferred equity
Issued to Truist from TIH; earnings consolidated by Truist
Truist receives a fixed dividend of 8.25%
3.75% coverage on fully diluted equity value (strike price equal to current valuation); in the event of an IPO, convert into warrants in the public company (warrants
are structured as profits interest)
Truist to designate 4 of 5 the Board seats in TIH; 1 seat to be designated by Stone Point
Truist has the right to conduct a subsequent transaction at any time
If Truist conducts an IPO or a sale, Stone Point would have return protections
Stone Point has the right to request Truist to explore a sale or IPO after 6.5 years
In lieu of a sale or IPO, Truist has the right to buy the stake back at fair market value
Stone Point receives additional rights relating to its representation on TIH's board and with respect to its control of a potential IPO or sale process if no
liquidity event within 8 years
Stone Point has customary minority investor consent rights
Stone Point Capital is a leading alternative investment management firm with significant experience within the financial services industry
Long-term client of Truist
25+ year history with more than 150 investments
Strong focus within the insurance distribution and bank verticals; Stone Point has committed over $10B to insurance-related and bank investments
TRUIST HH
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