The deal is virtually assured given the controlling shareholder support. The key remaining catalysts are regulatory approvals (insurance, antitrust, foreign investment) and the special meeting vote. Monitor for any competing bids during the 40-day go-shop period ending September 22, 2026, and for regulatory clearance timelines that could trigger the ticking fee.
Price Chart
Executive Summary
Accelerant Holdings filed a Schedule 13E-3 in connection with its going-private merger with an affiliate of Thoma Bravo. Under the merger agreement, public shareholders will receive $20.25 per share in cash (plus a ticking fee of $0.00333 per day if closing is delayed), representing a 68% premium over the $12.04 closing price just before the announcement. The controlling ACP shareholders, holding over 50% voting power, have agreed to vote in favor, virtually ensuring shareholder approval. The transaction is expected to close in the first half of 2027, subject to shareholder vote and remaining regulatory approvals.
Key Facts
- Shareholders to receive $20.25 per share in cash, plus a ticking fee of $0.00333 per day if closing is delayed
- Merger consideration represents a 68% premium to the $12.04 closing price on August 10, 2026
- ACP shareholders (controlling >50% voting power) have agreed to vote in favor, virtually ensuring passage
- Special Committee and Board unanimously recommend the merger
- Transaction expected to close in first half of 2027, subject to shareholder approval and regulatory approvals
- Company termination fee: $56.9M during go-shop period, $136.5M otherwise; Parent reverse termination fee: $295.8M
- Dissenting shareholders capped at 15% as a condition to closing
Financial Impact
All public shareholders to receive $20.25 per share in cash; implied transaction equity value of approximately $4.55 billion based on 225 million fully diluted shares
Risk Factors
- Regulatory approvals (insurance, antitrust, foreign investment) could delay or block the transaction
- Dissenting shareholders exceeding 15% could prevent closing
- A superior proposal could emerge during the go-shop period
- The ticking fee mechanism adds modest compensation for regulatory delays but does not eliminate closing risk
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13E-3 Filing (Primary) | 0001104659-26-120740 |
| Document: tm2628180d1_ex99-cii.htm | 0001104659-26-120740 |
| Document: tm2628180d1_ex99-ciii.htm | 0001104659-26-120740 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 30, 2026 1d ago | SC 13E-3 | $19.85 | awaiting T+5 | awaiting T+5 | $19.82 (−0.15%) |
Oct 30, 2026 2d ago | PREM14A | $19.85 | awaiting T+5 | awaiting T+5 | $19.82 (−0.15%) |
Sep 30, 2026 4w ago | SC 13G | $19.73 $19.75 | ▲ +0.10% | ▼ −1.20% | $19.82 (+0.46%) |
Sep 23, 2026 5w ago | 8-K | $19.72 $19.73 | ▲ +0.05% | ▲ +0.73% | $19.82 (+0.51%) |
Aug 14, 2026 11w ago | Insider Cluster | $19.54 $19.66 | ▼ −0.61% | ▼ −1.80% | $19.82 (−1.43%) |
Aug 13, 2026 11w ago | DEFA14A / 8-K | $19.58 $19.59 | ▲ +0.05% | ▲ +1.42% | $19.82 (+1.23%) |
Aug 13, 2026 11w ago | DEFA14A | $19.51 $19.57 | ▲ +0.31% | ▲ +2.27% | $19.82 (+1.59%) |
Aug 13, 2026 11w ago | 8-K | $19.51 $19.57 | ▲ +0.31% | ▲ +2.27% | $19.82 (+1.59%) |
Aug 12, 2026 11w ago | Insider Cluster | $19.51 $19.57 | ▲ +0.31% | ▲ +2.27% | $19.82 (+1.59%) |
Aug 4, 2026 12w ago | Insider Cluster | $12.26 $13.61 | ▼ −11.01% | ▼ −10.66% | $19.82 (−61.66%) |
US Market Status
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