(BRK.A), (BRK.B)
In its first major acquisition of 2022, Berkshire Hathaway has agreed to pay $11.6 Billion for insurance conglomerate Alleghany Corporation.
Berkshire and Alleghany jointly announced they have entered into a definitive agreement under which Berkshire Hathaway will acquire all outstanding Alleghany shares for $848.02 per share in cash.
The transaction, which was unanimously approved by both Boards of Directors, represents a total equity value of approximately $11.6 billion. The acquisition price represents a multiple of 1.26 times Alleghany’s book value at December 31, 2021, a 29% premium to Alleghany’s average stock price over the last 30 days and a 16% premium to Alleghany’s 52-week high closing price.
Founded in 1929 by Oris and Mantis Van Sweringen as five railroad systems, the company eventually evolved into a holding company that owns and supports certain operating subsidiaries and investments, anchored by a core position in property and casualty reinsurance and insurance. The company’s primary sources of revenues and earnings are from reinsurance and insurance operations and investments. The insurers include: Transatlantic Holdings, Inc., RSUI Group, Inc., a leading underwriter of wholesale specialty insurance based in Atlanta, Georgia, and CapSpecialty, Inc., an underwriter of a full inventory of specialty lines, including commercial property, casualty, fidelity, surety and professional lines with a focus on small business on both an admitted and non-admitted basis.
Alleghany also generates revenues and earnings from a diverse portfolio of non-financial businesses that are owned and managed through its wholly-owned subsidiary Alleghany Capital.
Alleghany Capital’s investments are categorized as either industrial businesses or non-industrial businesses. The industrial businesses are: (i) Precision Cutting Technologies, a holding company focused on the machine tool and consumable cutting tools sectors; (ii) R.C. Tway Company, LLC (dba Kentucky Trailer), a manufacturer of custom trailers and truck bodies for several niche end markets; (iii) WWSC Holdings, LLC, a structural steel fabricator and erector for commercial, industrial, and transportation infrastructure projects; (iv) Wilbert Funeral Services, Inc., a provider of products and services for the funeral and cemetery industries and precast concrete markets; and (v) Piedmont Manufacturing Group, LLC, a provider of injection molded and thermoformed parts and multi-component assemblies for OEM customers in the industrial, commercial, transportation, recreational, and medical end-markets. The non-industrial businesses are (i) IPS-Integrated Project Services, LLC, a global provider of design, engineering, and related services to the biopharmaceutical and life sciences markets and, through its subsidiary Linesight, cost and project management services for clients in the data center, technology, and other sectors; (ii) Jazwares, LLC, a global toy and musical instrument company; and (iii) Concord Hospitality Enterprises Company, LLC, a hotel management and development company.
“Berkshire will be the perfect permanent home for Alleghany, a company that I have closely observed for 60 years. Throughout 85 years the Kirby family has created a business that has many similarities to Berkshire Hathaway. I am particularly delighted that I will once again work together with my long-time friend, Joe Brandon,” said Warren E. Buffett, Berkshire Hathaway’s Chairman and Chief Executive Officer.
“My family and I have been significant shareholders of Alleghany for over 85 years and are proud that our ownership will culminate through this compelling transaction with Berkshire Hathaway. Not only does this deal provide substantial and certain value to stockholders, but it provides a rare opportunity to join forces with a like-minded and highly respected investor and business leader,” said Jefferson W. Kirby, Chair of the Alleghany Board of Directors. “Berkshire Hathaway’s support, resources, and expertise will provide added benefits and opportunities for Alleghany and its operating businesses for many years to come.”
“This is a terrific transaction for Alleghany’s owners, businesses, customers, and employees,” said Joseph P. Brandon, Alleghany’s President and Chief Executive Officer. “The value of this transaction reflects the quality of our franchises and is the product of the hard work, persistence, and determination of the Alleghany team over decades. As part of Berkshire Hathaway, which epitomizes our long-term management philosophy, each of Alleghany’s businesses will be exceptionally well positioned to serve its clients and achieve its full potential.”
The transaction is expected to close in the fourth quarter of 2022, subject to customary closing conditions, including approval by Alleghany stockholders and receipt of regulatory approvals. Alleghany will continue to operate as an independent subsidiary of Berkshire Hathaway after closing. Mr. Kirby, who controls 2.5% of Alleghany common shares, intends to vote his shares for the transaction.
Under the terms of the definitive merger agreement, Alleghany may actively solicit and consider alternative acquisition proposals during a 25-day “go-shop” period. Alleghany has the right to terminate the merger agreement to accept a superior proposal during the go-shop period, subject to the terms and conditions of the merger agreement. There can be no assurances that the “go-shop” process will result in a superior proposal, and Alleghany does not intend to communicate developments regarding the process unless and until Alleghany’s Board of Directors makes a determination requiring further disclosure.
Goldman Sachs & Co. LLC is serving as financial advisor and Willkie Farr & Gallagher LLP is serving as legal advisor to Alleghany. Munger, Tolles & Olson LLP is serving as legal advisor to Berkshire Hathaway.
Warren Buffett’s Interest in Alleghany
At the Berkshire Hathaway annual meeting on April 30, 2022, Warren Buffett noted that he had been following Alleghany for more than sixty years.
© 2022 David Mazor
Disclosure: David Mazor is a freelance writer focusing on Berkshire Hathaway. The author is long in Berkshire Hathaway, and this article is not a recommendation on whether to buy or sell a stock. The information contained in this article should not be construed as personalized or individualized investment advice. Past performance is no guarantee of future results.