Announcement • May 30
DB Insurance Co., Ltd. (KOSE:A005830) completed the acquisition of The Fortegra Group, Inc. from Tiptree Holdings LLC, Warburg Pincus LLC and others.
DB Insurance Co., Ltd. (KOSE:A005830) signed an agreement to acquire The Fortegra Group, Inc. from Tiptree Holdings LLC, Warburg Pincus LLC and others for approximately $1.7 billion on September 25, 2025. As part of the acquisition, DB Insurance Co., Ltd will acquire 100% of the outstanding shares of The Fortegra Group, Inc. The consideration of approximately $1.65 billion (approximately KRW 2.3 trillion) will be paid in cash. The transaction will be funded in cash with internal resources from DB Insurance. Sell side termination fee is $49.5 million.
For the period ending December 31, 2024, The Fortegra Group, Inc. reported net income of $140 million (KRW 200 billion) and gross written premiums of $3.07 billion (KRW 4.4 trillion).
The acquisition is subject to receipt of Tiptree stockholder approval, required regulatory approvals, Fortegra stockholder approval, regulatory approval, including certain Form A filings and other insurance regulatory approvals in certain foreign jurisdictions, clearance by the Committee on Foreign Investment in the United States and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions and is expected to close in mid-2026. As on November 17, 2025, Veradace urges shareholders to vote AGAINST the transaction at the Tiptree Special Meeting of Stockholders scheduled for December 3, 2025. As on December 3, 2025, the transaction has been approved by Tiptree shareholders. As of April 2, 2026, the transaction received approval from the financial authorities. For the final completion of the transaction, additional procedures are required, including the acceptance of the foreign direct investment filing and approval of the change in control from the financial authorities in the United States and other countries. The final closing is expected to take place within the first half of 2026. On April 28, 2026, Tiptree, The Fortegra Group, and DB Insurance Co. entered into a First Amendment to the Agreement and Plan of Merger, which amended the transaction by removing the requirement to obtain approval from the New York State Department of Financial Services for the acquisition of South Bay Acceptance Corp. and instead requiring Fortegra to use reasonable best efforts to cause South Bay Acceptance Corp. to surrender its New York premium finance agency license by May 5, 2026. The parties expect to consummate the Merger on May 29, 2026, subject to the satisfaction of remaining customary closing conditions.
Barclays Capital Inc. acted as financial advisor to The Fortegra Group, Inc. Fortegra paid Barclays a fee of $3 million upon the delivery of Barclays’ opinion. Additional compensation of $9 million will be payable by Fortegra on completion of the Merger. BofA Securities, Inc. acted as financial advisor to The Fortegra Group, Inc. Fortegra has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee of $9 million. Goldman Sachs & Co. LLC acted as financial advisor to DB Insurance Co., Ltd. Suni Sreepada, Jackie Cohen, Michael R. Littenberg, David H. Saltzman, Ama A. Adams, Renata J. Ferrari, Kyle Higley, Jordan Altman and Kelly Finn of Ropes & Gray LLP acted as legal advisor to The Fortegra Group, Inc. and Tiptree Holdings LLC. Michael D. Devins, Andrew R. Holland and Kelly M. Dybala of Sidley Austin LLP acted as legal advisor to The Fortegra Group, Inc. Gary Boss, Kirsten Gaeta, Andrew Elken, Andrew Moosmann, Diona Narae Park, Regina Jinseo Kim, Alexander Traum, Tim Scott, Eric Kamerman and Megan Alessi of Latham & Watkins LLP acted as legal advisor to DB Insurance Co., Ltd. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent to Tiptree Holdings LLC. Sodali & Co. acted as proxy solicitor to Tiptree Holdings LLC. Tiptree will pay Sodali & Co a fee of $25,000.
DB Insurance Co., Ltd. (KOSE:A005830) completed the acquisition of The Fortegra Group, Inc. from Tiptree Holdings LLC, Warburg Pincus LLC and others on May 29, 2026.