Markel’s $919 Million Acquisition of State National


Sidley Austin LLP is serving as legal counsel to Markel. Evercore is serving as exclusive financial advisor to State National and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to State National.

Markel Corporation and State National Companies, Inc. have entered into a definitive agreement under which Markel will acquire all of the outstanding shares of State National common stock for $21.00 per share in cash. The transaction has a total value of approximately $919 million.

The agreement, which has been unanimously approved by both companies’ board of directors, represents a 38% premium to State National’s 30-day volume-weighted average stock price as of May 18, 2017, the last trading day prior to published market speculation regarding a potential sale of State National, and a premium of approximately 7% to State National’s closing stock price on July 25, 2017.

The transaction brings together two values-driven organizations with a shared commitment to innovation, service, and long-term relationships. State National’s two core businesses, Program Services and Lender Services, are well positioned to capitalize on changing market dynamics and new opportunities. State National is the largest and longest-standing pure-play U.S. insurance fronting business with approximately $1.3 billion in gross written premium (2016) and more than 60 programs. State National is also the leading collateral protection insurance provider in the U.S.

Sidley Austin LLP is serving as legal counsel to Markel.

Skadden is advising State National with a team including Financial Institutions M&A partners Todd Freed and Jon Hlafter; Tax partner Jessica Hough (Washington, D.C.); and Financial Institutions associates Patrick Lewis and Victoria Smallwood.

Involved fees earner: Todd Freed – Skadden Arps Slate Meager & Flom; Jon Hlafter – Skadden Arps Slate Meager & Flom; Patrick Lewis – Skadden Arps Slate Meager & Flom; Victoria Smallwood – Skadden Arps Slate Meager & Flom; Jessica Hough – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: State National Companies Inc.;

Avatar

Author: Ambrogio Visconti