James River Group Holdings Ltd
For the period ended Sep 30, 2024. Filed Nov 12, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 12, 2024
JRVR$3.89-2.8%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-06.
0001620459-24-000109
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0001620459-24-000123
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 5 previous paragraphs and 13 current paragraphs.
3 unchanged; 2 reworded; 8 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes in our risk factors in the quarter ended September 30, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, except as follows:
Added paragraphs (8)
Current report
The Enstar common equity investment and adverse development cover transactions are subject to conditions to closing over which we do not have control
Current report
On November 11, 2024, the Company announced that an affiliate of Enstar Group Limited, Cavello Bay Reinsurance Limited (“Cavello Bay”), entered into (i) a subscription agreement to purchase $12.5 million of the Company’s common shares at a share price of $6.40, in addition to 637,640 shares Enstar previously purchased in the open market, and (ii) an adverse development cover reinsurance contract (the "ADC”) with James River Insurance Company and James River Casualty Company, pursuant to which, in exchange for a premium of $52.8 million (less an amount equal to the federal excise tax payable on the premium) to be paid by the ceding companies, Cavello Bay will reinsure, effective January 1, 2024, 100% of the losses associated with the ceding companies’ Excess & Surplus Lines segment portfolio losses attaching to premium earned during 2010-2023 (both years inclusive), excluding, among others, losses related to commercial auto policies issued to a former large insured or its affiliates, subject to a retention by the ceding companies of $1,183.7 million (the limit of the E&S ADC executed on July 2, 2024) and up to an aggregate limit of $75.0 million (such transactions together, the “Enstar Transactions”). The Enstar Transactions are subject to a number of closing conditions, including the approval by the Bermuda Monetary Authority of the ADC, and there can be no assurance that these conditions will be satisfied on the timeline we expect or at all. The Enstar Transactions may also be terminated in certain circumstances, including termination by either the Company or Enstar if the Enstar Transactions are not completed by February 9, 2025 (subject to one 60-day extension in the event closing has not occurred solely because one or more required governmental approvals have not been obtained).
Current report
While the Enstar Transactions are pending or if the Enstar Transactions are not completed, we may be subject to several risks including:
Current report
•The current trading price of our common shares may reflect a market assumption that the Enstar Transactions will be completed, and may decline if the Enstar Transactions are not completed;
Current report
•We have incurred and expect to incur significant transaction costs in connection with the Enstar Transactions whether or not the Enstar Transactions are completed;
Current report
•The negative perception of investors, vendors, trading partners, or employees if the Enstar Transactions are not completed; and
Current report
•The attention of our management may be directed toward the completion of the pending Enstar Transactions and related matters, and their focus may be diverted from our day-to-day business operations.
Current report
Any of these risks could have a material adverse effect on our business, financial condition, results of operations and prospects.
Reworded paragraphs (2)
Previous wording
In accordance with the Stock Purchase Agreement, the cash portion of the purchase price (the "Closing Date Purchase Price")received by the Company for the sale of JRG Re on April 16, 2024 (the “Closing Date”) was calculated based on an estimated closing statement, which in turn was based on an estimated balance sheet of JRG Re. Under the Stock Purchase Agreement, the estimated closing statement is subject to a post-closing adjustment process between the Company and Fleming to produce a final closing statement based on a final balance sheet of JRG Re as of the Closing Date. This adjustment process could result in a change to the purchase price paid by Fleming on the Closing Date.
Current wording
In accordance with the Stock Purchase Agreement, the cash portion of the purchase price (the "Closing Date Purchase Price")received by the Company for the sale of JRG Re on April 16, 2024 (the “Closing Date”) was calculated based on an estimated closing statement, which in turn was based on an estimated balance sheet of JRG Re. Under the Stock Purchase Agreement, the estimated closing statement is subject to a post-closing adjustment process between the Company and Fleming to produce a final closing statement based on a final balance sheet of JRG Re as of the Closing Date.
Previous wording
Fleming delivered a closing statement to the Company, and pursuant to the procedures in the Stock Purchase Agreement, the Company has given notice of its disagreement with Fleming’s closing statement. In its notice of disagreement, the Company (i) agreed with an $11.4 million downward adjustment to the Closing Date Purchase Price due to the losses recorded on JRG Re's operations between the date of the balance sheet used to produce the estimated closing statement and the Closing Date, which downward adjustment is included in "Other Liabilities" on the Company's Balance Sheet at June 30, 2024, and (ii) disputed $54.1 million in aggregate downward adjustments to the Closing Date Purchase Price claimed by Fleming, which the Company believes are unsupported by the facts known to the Company and the terms of the Stock Purchase Agreement. The Stock Purchase Agreement provides procedures for resolving disputes between the parties regarding the closing statement and it is possible that the resolution of these disputes could result in a significant reduction to the amount of the purchase price.
Current wording
Fleming delivered a closing statement to the Company, and pursuant to the procedures in the Stock Purchase Agreement, the Company has given notice of its disagreement with Fleming’s closing statement. In its notice of disagreement, the Company (i) agreed with an $11.4 million downward adjustment to the Closing Date Purchase Price due to the losses recorded on JRG Re's operations between the date of the balance sheet used to produce the estimated closing statement and the Closing Date, which downward adjustment was included in "Other Liabilities" on the Company's Balance Sheet at September 30, 2024 (and was paid to Fleming on October 18, 2024), and (ii) disputed $54.1 million in aggregate downward adjustments to the Closing Date Purchase Price claimed by Fleming, which the Company believes are unsupported by the facts known to the Company and the terms of the Stock Purchase Agreement. The Stock Purchase Agreement provides procedures for resolving disputes between the parties regarding the closing statement and it is possible that the resolution of these disputes could result in a significant reduction to the amount of the purchase price beyond the $11.4 million downward adjustment already paid by the Company to Fleming.