The Karfunkel-Zyskind family and Trident VII LP managed by Stone Point Capital LLC made an offer to acquire the remaining 57% stake in AmTrust Financial Services Inc. (NasdaqGS:AFSI) (‘AmTrust’) for $1.4 billion on January 9, 2018. As per terms, AmTrust shareholders will receive $12.25 per share in cash as consideration. The buyers, through Evergreen Parent LP (‘Evergreen’), an entity formed by Karfunkel-Zyskind Family and private equity funds managed by Stone Point Capital LLC for the acquisition, signed a definitive agreement to acquire a 43.73% stake in AmTrust for $1.3 billion on March 1, 2018. Under the terms of the agreement, AmTrust shareholders including holders of performance share units, restricted shares and restricted stock units will receive $13.5 per share in cash as consideration. Holders of AmTrust stock options will receive excess of $13.5 over the exercise price of such options. The Karfunkel Zyskind family and its affiliates and certain related parties currently own or control approximately 53% of the outstanding shares of AmTrust Financial Services. The deal is being funded by founding family members and shareholders George and Leah Karfunkel along with its current Chief Executive Officer Barry Zyskind and private equity funds from Stone Point Capital. Evergreen Parent has obtained equity financing commitments for the transactions contemplated by the agreement, the aggregate proceeds of which will be sufficient to pay the aggregate merger consideration and all related fees and expenses. Private equity funds managed by Trident and an investment entity controlled by the Karfunkel-Zyskind family have committed to capitalize Evergreen with an aggregate equity contribution in an amount up to $800 million and $400 million, respectively, in exchange for equity interests in Evergreen, subject to the terms and conditions set forth in certain equity financing commitment letters, dated as of March 1, 2018. In addition, the Karfunkel-Zyskind family and its affiliates and certain related parties (“Rollover Stockholders”) entered into a rollover agreement dated March 1, 2018, pursuant to which such Rollover Stockholders have committed to contribute all of the shares of common stock that they own to Evergreen immediately prior to the closing of the merger. The rollover agreement also provides that the Rollover Stockholders will vote or cause to be voted their respective shares of common stock in favor of any proposal to approve the merger and the merger agreement. On June 6, 2018, AmTrust entered into an amended agreement whereby the consideration payable was increased to $14.75 per share in cash or an aggregate of approximately $1.4 billion for a 43.73% stake. The revised transaction values the fully diluted equity of AmTrust at approximately $2.95 billion, excluding preferred stock. Concurrently, AmTrust and Evergreen entered into a settlement and support agreement with affiliates of Carl C. Icahn pursuant to which the Icahn Group has agreed to support the transaction and waive appraisal rights and other claims with respect to the transaction. In case of termination AmTrust Financial Services may be liable to pay a fee of $33 million to Evergreen under certain circumstances. The transaction is subject to customary closing conditions, including approval from shareholders of a majority of AmTrust not owned or controlled by the George Karfunkel, Leah Karfunkel and Barry Zyskind and regulatory approvals including waiting period applicable to the consummation of the merger under the HSR Act (or any extension thereof) having expired or early termination thereof. Evergreen, Barry D. Zyskind, George Karfunkel and Leah Karfunkel will not proceed with the proposed transaction unless it is approved by the special committee. The merger agreement was unanimously approved by a special committee consisting solely of independent and disinterested members of the Board of Directors of AmTrust and by AmTrust Board. Each General Partner of Evergreen has approved the agreement. The obtaining of financing is not a condition to the obligations of the parties to complete the transaction. On January 10, 2018, AmTrust appointed a special committee comprising of the following directors: Donald T. DeCarlo, Susan C. Fisch, Abraham Gulkowitz and Raul Rivera, all independent directors on the AmTrust board. On April 5, 2018, the Federal Trade Commission issued an early termination notice to the deal. On June 4, 2018, AmTrust adjourned the special meeting of shareholders to June 21, 2018. A special committee of independent Directors of AmTrust Financial Services Board will consider the offer and make a recommendation to the AmTrust Board. On May 17, 2018, a shareholder group of AmTrust led by Icahn Partners recommended other shareholders to vote against the transaction. The Special Committee unanimously approved the June 7, 2018 revised merger agreement and recommends that public stockholders vote for the revised agreement at the special meeting to be held on June 21, 2018. As of June 21, 2018, the transaction was approved by the majority shareholders of AmTrust Financial Services. As on November 27, 2018, the transaction received all the regulatory approvals. The transaction is expected to close in the second half of 2018. As on November 27, 2018, it is expected that the transaction will close on November 29, 2018. Todd E. Freed, Jon A. Hlafter, Patrick Lewis and Jessica Hough of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Evergreen. Adam Givertz, Ross Fieldston and Ian Hazlett of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors for Barry D. Zyskind, George Karfunkel, Leah Karfunkel and Stone Point Capital. Steven A. Seidman, Laura L. Delanoy, Alexander Dye and Tariq Mundiya of Willkie Farr & Gallagher LLP acted as legal advisors for special committee for AmTrust and will receive a fee of approximately $3 million. Celeste Guth, Jim Stynes and Meir Lewis of Deutsche Bank Securities Inc. served as the financial advisors and provided fairness opinion to the special committee of AmTrust’s Board of Directors. Rob Giammarco and Mark Adlee of BofA Merrill Lynch served as the financial advisors to AmTrust. American Stock Transfer & Trust Company acted as paying agent to Evergreen. AmTrust paid BofA Merrill Lynch a fee of approximately $10 million for its services, the fee being contingent on the completion of merger and will pay Deutsche Bank Securities a fee of $8.5 million for its services as financial advisor. American Stock Transfer & Trust Company, LLC acted as transfer agent whereas Jeanne Carr, Larry Dennedy and Daniel Burch of MacKenzie Partners Inc. acted as proxy solicitor to AmTrust and will be paid a fee of approximately $0.03 million. Harkins Kovler, LLC acted as a proxy solicitor to a significant shareholder group of AmTrust led by Icahn Partners, for which it will be paid a fee of $100,000. Stephen M. Kotran and Jared M. Snyder of Sullivan & Cromwell LLP acted as legal advisor to Deutsche Bank Securities Inc, financial adviser to the Special Committee of AmTrust Financial Services, Inc.