PE-Backed ProSight Taking NYMagic Private

ProSight Specialty Insurance Holdings Inc., a portfolio company of TPG Capital and GS Capital Partners, has agreed to acquire NYMagic Inc. (NYSE: NYM), a property and casualty insurance company that underwriters ocean marine, inland marine and non-marine liability insurance. The deal is valued at nearly $220 million, with NYMagic stockholders to receive $25.75 per share (23.5% premium to yesterday’s closing price).

PRESS RELEASE

NYMAGIC, INC. (NYSE: NYM) today announced that it has entered into a definitive agreement to be acquired by ProSight Specialty Insurance Holdings, Inc. (“ProSight Specialty Insurance”) for $25.75 per share, which represents a premium of 23.5% to NYMAGIC’s closing price yesterday of $20.85.  ProSight Specialty Insurance was founded by CEO Joseph Beneducci and a group of senior executives from the P&C industry and is backed by affiliates of TPG Capital and GS Capital Partners.

NYMAGIC’s Chairman, Robert G. Simses, said: “We are pleased to reach an agreement with ProSight Specialty Insurance that we strongly believe is in the best interest of our shareholders, presenting them with excellent value for their shares.  Our Board of Directors also strongly believes that this transaction will create attractive long-term opportunities for our employees, customers and business partners.”

Under the terms of the agreement, NYMAGIC stockholders will receive $25.75 per share in cash. The transaction will be 100% equity funded by ProSight Specialty Insurance.  Completion of the transaction, which is expected to occur in the fourth quarter of 2010, is subject to the approval of NYMAGIC stockholders, customary closing conditions and regulatory approvals.

NYMAGIC shareholders owning approximately 40% of the Company’s fully diluted common shares have executed voting agreements pursuant to which they have agreed to vote in favor of the transaction.

Keefe, Bruyette & Woods, Inc. provided a fairness opinion to the NYMAGIC Board of Directors and its Negotiating Committee of independent directors.  Dewey & LeBoeuf LLP is acting as legal advisor to NYMAGIC.  Goldman, Sachs & Co. is acting as financial advisor, and Weil, Gotshal & Manges LLP is acting as legal advisor to ProSight Specialty Insurance, TPG Capital and GS Capital Partners.  

About NYMAGIC

NYMAGIC, INC. is an insurance holding company whose property and casualty insurance subsidiaries specialize in underwriting ocean marine, inland marine and non-marine liability insurance, and whose agency subsidiaries specialize in establishing markets for such business.

About ProSight Specialty Insurance

ProSight Specialty Insurance is a specialty P&C insurance company that aims to create and deliver specialized solutions for groups of customers through limited, exclusive distribution partners. The company’s employees have a long history of underwriting, operations, distribution and claims experience. ProSight Specialty Insurance was founded by CEO Joseph Beneducci and a group of senior executives from the P&C industry and is backed by affiliates of TPG Capital and GS Capital Partners.

About TPG Capital

TPG Capital is the global buyout group of TPG, a leading private investment firm founded in 1992, with $48 billion of assets under management and offices in San Francisco, Beijing, Fort Worth, Hong Kong, London, Luxembourg, Melbourne, Moscow, Mumbai, New York, Paris, Shanghai, Singapore and Tokyo.  TPG Capital has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, growth investments, joint ventures and restructurings.  TPG’s insurance and financial services investments have included Ariel Reinsurance, BTPN, Direct General, Endurance, Fidelity National Information Services, LPL Financial Services, Shenzhen Development Bank and Shriram Transport, among others.

About GS Capital Partners

Since 1986, the Goldman Sachs Merchant Banking Division and its predecessor business areas have raised 16 private equity and principal debt investment funds aggregating over $82 billion of capital (including leverage). GS Capital Partners VI is the current private equity vehicle through which Goldman Sachs conducts its large, privately negotiated, corporate equity investment activities. A global leader in private corporate equity investing, GS Capital Partners is a family of funds with a focus on large, high quality companies with strong management and funding acquisition or expansion across a range of industries and geographies.