v3.26.1
Subsequent events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent events
18. Subsequent events
Proposed Merger
On August 13, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cherry Tree BidCo, a Cayman Islands exempted company (“Parent”), and Cherry Tree Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Thoma Bravo Discover Fund V, L.P., an investment fund managed by Thoma Bravo, L.P. Pursuant to, and subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Accelerant, with Accelerant continuing as the surviving company and becoming a wholly-owned subsidiary of Parent (the “Merger”).
Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Class A common share and Class B common share of the Company, $0.0000011951862 par value per share (the “Shares”), issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to receive $20.25 in cash, without interest, plus, if applicable, an additional consideration via a “ticking fee” that will accrue daily at a rate of 6% per annum if certain insurance regulatory approvals have not been obtained by a certain date (together, the “Merger Consideration”). Accrual of the ticking fee commences no more than fifteen business days following the satisfaction of certain closing conditions (other than those related to insurance regulatory approvals) and ends after the receipt of such insurance regulatory approvals.
The Merger Agreement and the transactions contemplated thereby, including the Merger, have been unanimously approved by Accelerant’s Board of Directors. Consummation of the Merger is subject to certain customary closing conditions, including, among other things, receipt of Company shareholder approval and applicable regulatory approvals and is expected to close in the first half of 2027. The Merger Agreement also contains termination rights for each of the Company and Parent and associated termination fees payable under specified circumstances. If the Merger is consummated, the Shares will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.