Aquarian Announces Pricing of $750 Million Senior Notes due 2029

NEW YORK--(BUSINESS WIRE)--Aquarian Insurance (“Aquarian” or the “Company”) announced today the pricing of a private offering of $750 million aggregate principal amount of 7.875% senior notes due 2029 (the “Senior Notes”), to be issued by Aquarian Insurance Holdings LLC, APH Somerset Investor 2 LLC, APH2 Somerset Investor 2 LLC, and APH3 Somerset Investor 2 LLC (collectively, the “Issuers”). The aggregate principal amount of the offering was increased from the initial offering size of $700 million. The offering is expected to close on October 29, 2024, subject to satisfaction of customary closing conditions.

The Senior Notes will be guaranteed on a senior unsecured basis by each of the Issuers’ existing and future wholly-owned domestic restricted subsidiaries.

The Issuers intend to use the net proceeds of the offering to repay its existing term loan facilities in full, for general corporate purposes including the growth of its businesses and to pay related fees and expenses.

The Senior Notes will be issued pursuant to an indenture, to be dated as of October 29, 2024, among the Issuers and U.S. Bank National Association, as trustee. Interest on the Senior Notes will be payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2025. The Senior Notes will mature on November 1, 2029. On or after November 1, 2026, the Senior Notes may be redeemed by the Issuers, in whole at any time or in part from time to time, at par plus the applicable “make-whole” premium, plus accrued and unpaid interest. Prior to November 1, 2026, up to 40% of the aggregate principal amount of the Senior Notes may be redeemed by the Issuers from the proceeds of certain equity offerings at a redemption price of 107.875%, plus accrued and unpaid interest.

RBC Capital Markets, LLC is serving as representative of the initial purchasers of the Senior Notes.

The Senior Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Senior Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release does not constitute an offer to sell the Senior Notes, nor a solicitation for an offer to purchase the Senior Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Aquarian

Aquarian is a diversified global holding company with a strategic portfolio of insurance and asset management solutions. With a team of distinguished and driven professionals led by founder Rudy Sahay, Aquarian has grown to over $18.9B in assets under management. The firm invests across the capital structure and creates tailored financing solutions that enable great, high-quality companies to grow and evolve. Aquarian Insurance acquires and operates companies providing retirement income solutions for millions of people. Aquarian Investments deploys capital into opportunities that seek to yield attractive risk-adjusted returns with downside protection for its clients. For more information, visit https://aquarianlp.com/.

Forward-Looking Statements

This press release contains “forward-looking statements” which are subject to certain risks, trends and uncertainties. In particular, statements made that are not historical facts may be forward-looking statements. Words such as “should,” “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “contemplates” and similar expressions identify forward-looking statements. Such forward-looking statements include, without limitation, statements with respect to the Issuers’ intention to issue the Senior Notes, subject to market and other conditions, the successful closing and the closing date associated with the proposed offering, the intended use of proceeds from the offering and the Issuers’ plans to repay their existing term loan facilities. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Such forward-looking statements speak only as of the date of this press release and the Company does not undertake any obligation to update any forward-looking statements.