Truist completes previously announced sale of Truist Insurance Holdings to investor group led by Stone Point Capital and CD&R

CHARLOTTE, N.C. and GREENWICH, Conn. and NEW YORK, May 7, 2024 /PRNewswire/ -- Truist Financial Corporation (NYSE: TFC) today announced that it has completed the previously announced sale of its remaining stake in Truist Insurance Holdings ("TIH"), a subsidiary of Truist and the fifth largest insurance brokerage in the United States, to an investor group led by private equity firms Stone Point Capital ("Stone Point") and Clayton, Dubilier & Rice ("CD&R"). Mubadala Investment Company and other co-investors also participated in the investment.

"Today's announcement is a testament to our strategy, the value of our insurance business, and the strength and dedication of our teammates," said TIH Chief Executive Officer John Howard. "Our investors provide us with a significant opportunity to expand our operations in an industry where scale is critical to remain competitive. With their backing, we will explore new avenues of growth and strengthen our overall operating strategy built around our diversified portfolio of top-performing businesses, each of which will continue to operate in the marketplace under its current brand name."

The all-cash transaction values TIH at an implied enterprise value of $15.5 billion. Additionally, the company's leaders and producers were given the opportunity to co-invest in TIH resulting in over 1,500 employee equity participants in the new stand-alone TIH.

With the closing of this transaction, TIH has established a best-in-class board of directors comprised of top insurance industry talent, who will set the company's strategic direction and provide guidance to the leadership team. Dan Glaser, former CEO of Marsh McLennan and Operating Partner at CD&R, has been named Chairman. Richard R. Whitt, former Co-CEO of Markel Group, Julio Portalatin, former CEO of Mercer, and Ross Buchmueller, Former CEO of PURE Insurance, will serve as independent directors.

"TIH has built a strong reputation in the brokerage marketplace through our wide-ranging portfolio of businesses," said TIH President Dave Obenauer. "That reputation has been validated by the fact that both our debt and equity offerings were significantly oversubscribed. Having our own teammates investing in TIH, while retaining all our key talent, indicates a level of go-forward stability that bodes well for our future success."

"TIH has a proud history and an even brighter future," said Mr. Glaser. "As one of the leading risk and insurance organizations in the world, we will focus on developing our colleagues, attracting additional industry talent, and enhancing our leading-edge capabilities to serve clients."

Stone Point and CD&R offer deep industry and operational expertise to TIH. With the backing of supportive financial partners, TIH will also have additional resources to invest in cutting-edge technology and develop new products and services, offering even greater value to clients.

"We are thrilled to complete the purchase of TIH and enter the next phase of growth for the business as it becomes a fully independent company. Truist has built a valuable company, and we appreciate the partnership to reach this important milestone. We look forward to working closely with John and Dave and our TIH colleagues and now fellow shareholders to continue to build TIH," said Chuck Davis, Co-CEO of Stone Point.

"We believe in TIH's mission to attract and inspire the world's most talented insurance professionals and are eager to carry forward the legacy that TIH has built," said David Winokur, Partner at CD&R. "We are excited to partner with Stone Point and the impressive team at TIH to grow the company's strong position in the industry."

New Brand

As part of its move to a standalone organization, the company will rebrand as its former abbreviation—TIH. The new, simplified name builds on the company's past but positions it for the future with a brand that is clear and streamlined, reflecting the increased nimbleness and agility it gains from being an independent operation.

Advisors

Morgan Stanley & Co. LLC is serving as lead financial advisor, with Truist Securities and Goldman Sachs & Co. serving as co-advisors, and Davis Polk & Wardwell LLP is serving as legal counsel to Truist.

J.P. Morgan Securities LLC, BofA Securities, Wells Fargo Securities, Barclays, RBC Capital Markets, Citi, BNP Paribas Securities Corp, Mizuho, TD Securities, Evercore and UBS Investment Bank are serving as financial advisors to Stone Point and CD&R. Simpson Thacher & Bartlett LLP is serving as legal counsel and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as debt financing counsel to Stone Point. Debevoise & Plimpton LLP is serving as legal counsel to CD&R.

About TIH

TIH Insurance Holdings, LLC, headquartered in Charlotte, N.C., is the fifth largest insurance broker in the U.S. TIH operates more than 200 offices with nearly 10,000 employees through its portfolio of wholesale, retail and insurance services businesses. To learn more, visit www.tihinsurance.com.

About Stone Point Capital

Stone Point is an alternative investment firm based in Greenwich, CT, with more than $50 billion of assets under management. Stone Point targets investments in companies in the global financial services industry and related sectors. The firm invests in alternative asset classes, including private equity through its flagship Trident Funds and credit through commingled funds and separately managed accounts. In addition, Stone Point Capital Markets supports our firm, portfolio companies and other clients by providing dedicated financing solutions. For more information, please visit www.stonepoint.com.

About CD&R

Founded in 1978, CD&R is a leading private investment firm with a strategy of generating strong investment returns by building more robust and sustainable businesses through the combination of skilled investment experience and deep operating capabilities. In partnership with the management teams of its portfolio companies, CD&R takes a long-term view of value creation and emphasizes positive stewardship and impact. The firm invests in businesses that span a broad range of industries, including industrial, healthcare, consumer, technology and financial services end markets. CD&R is privately owned by its partners and has offices in New York and London. For more information, please visit www.cdr-inc.com and follow the firm's activities through LinkedIn and @CDRBuilds on X/Twitter.

About Truist

Truist Financial Corporation is a purpose-driven financial services company committed to inspiring and building better lives and communities. As a leading U.S. commercial bank, Truist has leading market share in many of the high-growth markets across the country. Truist offers a wide range of products and services through our wholesale and consumer businesses, including consumer and small business banking, commercial banking, corporate and investment banking, insurance, wealth management, payments, and specialized lending businesses. Headquartered in Charlotte, North Carolina, Truist is a top-10 commercial bank with total assets of $535 billion as of December 31, 2023. Truist Bank, Member FDIC. Learn more at Truist.com.

TIH Media Contact:
Kedar Bryan[email protected]

Stone Point Contact:
Anne Gilliland(203) 862-2926
[email protected]

CD&R Contact:
Jon Selib(212) 407-6035
[email protected]

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "believe," "expect," "anticipate," "intend," "pursue," "seek," "continue," "estimate," "project," "outlook," "forecast," "potential," "target," "objective," "trend," "plan," "goal," "initiative," "priorities," or other words of comparable meaning or future-tense or conditional verbs such as "may," "will," "should," "would," or "could." In particular, forward-looking statements by Truist include, but are not limited to, statements Truist makes about (i) the expected cash proceeds to be received by Truist in connection with the transaction, (ii) the anticipated timing for closing the transaction, (iii) the financial impact of the transaction on Truist, including to its CET1 ratio, tangible book value per share and earnings per share, (iv) the use of proceeds from the sale, and (v) expected advantages of the sale to Truist. Forward-looking statements convey Truist's expectations, intentions, or forecasts about future events, circumstances, or results. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond Truist's control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, and results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, and uncertainties could be complete, some of the factors that may cause actual results or other future events or circumstances to differ from those in Truist's forward-looking statements include the risks and uncertainties more fully discussed in Part I, Item 1A (Risk Factors) in Truist's most recently filed Annual Report on Form 10-K and in Truist's subsequent filings with the Securities and Exchange Commission: Any forward-looking statement made by Truist or on its behalf speaks only as of the date that it was made. Truist does not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that Truist may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

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