FG Financial Group, Inc. (Nasdaq: FGF, FGFPP) (“FGF” or
the “Company”), a reinsurance and investment management holding
company focused on opportunistic collateralized and loss capped
reinsurance, while allocating capital in partnership with
Fundamental Global® to SPAC and SPAC sponsor-related businesses,
today announced the completion of IPOs for two of its FG Financial
Group SPAC platform sponsors: FG Merger Corp. (“FG Merger”)
(Nasdaq: FGMCU), and FG Acquisition Corp. (“FG Acquisition”) (TSX:
FGAA.V).
The two IPOs continue to build upon FGF’s SPAC Platform
strategy, whereby the Company provides various strategic and other
support services to newly formed SPACs. The Company also
participated in the risk capital associated with the launch of the
SPACs through its asset management business, specifically FG
Special Situations Fund, LP. Certain directors and officers of FGF
also hold financial interests in the SPACs.
FG Merger Corp.
On March 3, 2022, FG Merger announced the closing of an $80.5
million IPO, including the over-allotment option exercise, in the
US.
FG Merger is led by M. Wesley Schrader, Director and CEO, who
has over 25 years of experience encompassing both non-executive and
executive roles. Mr. Schrader founded Waverider Partners LLC, an
advisory and investment firm, in 2021, and has served as its
managing member since inception. He also founded Capital MW LLC, a
management consulting firm, in 2008, and has served as its managing
member since inception. Mr. Schrader serves as Senior Advisor to
Columbine Logging, Inc. d/b/a Columbine Corporation, a privately
held company, where he served as Chief Executive Officer from March
2018 to December 2021. Mr. Schrader served as Director of Eagle
Energy Inc. (TSX: EGL) from June 2018 to February 2019.
Additionally, Larry Swets, CEO of FG Financial, who has over 25
years of experience in financial services, encompassing both
non-executive and executive roles, serves as Chairman. Hassan
Baqar, CFO of FG Financial, serves as Director, Kyle Cerminara,
co-founder of Fundamental Global, serves as a Senior Advisor, and
Jeff Sutton and Ryan Turner, Fundamental Global employees, hold
Director positions.
FG Merger is primarily targeting established businesses that are
believed to be fundamentally sound and would benefit from the
transformation to a public listing. FG Merger will prioritize its
search to focus on opportunities where the company’s financial,
operational, technological, strategic, or managerial expertise can
maximize value.
In the aggregate, FGF’s indirect exposure to FG Merger Corp.
through its subsidiaries represents potential beneficial ownership
of approximately 820,000 shares of FG Merger common stock,
approximately 989,000 warrants with an $11.50 strike price and a 5
year expiration, and approximately 85,000 warrants with a $15.00
strike price and a 10 year expiration.
FG Acquisition Corp.
On April 5, 2022, FG Acquisition Corp. announced the closing of
a $100 million IPO in Canada.
FG Acquisition Corp. is led by Mr. Swets; Mr. Cerminara serves
as Chairman of the Board; and Hassan Baqar serves as a Director and
Chief Financial Officer. Dr. Richard Govignon, a Director of FGF
and former Director of GreenFirst Forest Products, and Andrew
McIntyre, a former Greenfirst Director, who both have extensive
experience as corporate Directors and trustees in the US and
Canada, are serving as Directors for the company.
Robert Kauffman is serving as a Senior Advisor. Mr. Kauffman was
a co-founder and member of the Board of Directors of Fortress
Investment Group LLC from its founding in 1998 until 2012. Mr.
Kaufman recently served as the Chairman and Chief Executive Officer
of Aldel Financial Inc., a special purpose acquisition company,
which merged with Hagerty, Inc. (NYSE: HGTY).
FG Acquisition Corp. is targeting established businesses that
support the Company’s value creation strategy. The Company intends
to complete an acquisition in the financial services sector.
In the aggregate, FGF’s indirect exposure in FG Acquisition
Corp. through its subsidiaries, represents potential beneficial
ownership of approximately 819,000 shares of FG Acquisition’s
common stock, approximately 1.4 million warrants with $11.50
exercise price and 5 year expiration (the “FGAC Warrants”),
approximately 440,000 warrants with a $15 exercise price and 10
year expiration, and either (i) up to approximately an additional
1.6 million FGAC Warrants, or (ii) up to approximately $2 million
in cash, or (iii) a pro-rata combination of such FGAC Warrants and
cash, based on certain adjustment provisions and the level of
redemptions of FG Acquisition’s publicly traded warrants at the
time of a merger. Beneficial ownership figures stated above assume
the successful closing of the underwriter’s exercise of full
over-allotment option for 1.5 million additional shares of FG
Acquisition Corp.
Larry Swets, CEO of FG Financial, commented, “The closing of
these IPOs marks the third and fourth IPOs supporting our SPAC
strategy after the IPO of Aldel Financial which successfully
completed its business combination with Hagerty in December of last
year. Both FG Merger Corp. and FG Acquisition Corp. have
extraordinary teams in place with deep operating and transaction
experience, and we look forward to leveraging their expertise as we
continue to methodically build this platform and grow long-term
value for shareholders.”
FG Financial Group, Inc.
FG Financial Group, Inc. is a reinsurance and investment
management holding company focused on opportunistic collateralized
and loss capped reinsurance, while allocating capital in
partnership with Fundamental Global® to SPAC and SPAC
sponsor-related businesses. The Company’s principal business
operations are conducted through its subsidiaries and
affiliates.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). These
statements are therefore entitled to the protection of the safe
harbor provisions of these laws. These statements may be identified
by the use of forward-looking terminology such as “anticipate,”
“believe,” “budget,” “can,” “contemplate,” “continue,” “could,”
“envision,” “estimate,” “expect,” “evaluate,” “forecast,” “goal,”
“guidance,” “indicate,” “intend,” “likely,” “may,” “might,”
“outlook,” “plan,” “possibly,” “potential,” “predict,” “probable,”
“probably,” “pro-forma,” “project,” “seek,” “should,” “target,”
“view,” “will,” “would,” “will be,” “will continue,” “will likely
result” or the negative thereof or other variations thereon or
comparable terminology. In particular, discussions and statements
regarding the Company’s future business plans and initiatives, are
forward-looking in nature. We have based these forward-looking
statements on our current expectations, assumptions, estimates, and
projections. While we believe these to be reasonable, such
forward-looking statements are only predictions and involve a
number of risks and uncertainties, many of which are beyond our
control. These and other important factors may cause our actual
results, performance, or achievements to differ materially from any
future results, performance or achievements expressed or implied by
these forward-looking statements, and may impact our ability to
implement and execute on our future business plans and initiatives.
Management cautions that the forward-looking statements in this
release are not guarantees of future performance, and we cannot
assume that such statements will be realized or the forward-looking
events and circumstances will occur. Factors that might cause such
a difference include, without limitation: market conditions general
conditions in the global economy, including the impact of health
and safety concerns from the current outbreak of the COVID-19
coronavirus; our lack of operating history or established
reputation in the reinsurance industry; our inability to obtain or
maintain the necessary approvals to operate reinsurance
subsidiaries; risks associated with operating in the reinsurance
industry, including inadequately priced insured risks, credit risk
associated with brokers we may do business with, and inadequate
retrocessional coverage; our inability to execute on our investment
and investment management strategy and potential loss of value of
investments; risk of becoming an investment company; fluctuations
in our short-term results as we implement our new business
strategy; risks of not being unable to attract and retain qualified
management and personnel to implement and execute on our business
and growth strategy; failure of our information technology systems,
data breaches and cyber-attacks; our ability to establish and
maintain an effective system of internal controls; our limited
operating history as a publicly traded company; the requirements of
being a public company and losing our status as a smaller reporting
company or becoming an accelerated filer; any potential conflicts
of interest between us and our controlling stockholders and
different interests of controlling stockholders; potential
conflicts of interest between us and our directors and executive
officers; volatility or decline of the shares of FedNat Holding
Company common stock received by us as consideration in the sale of
our insurance business or limitations and restrictions with respect
to our ownership of such shares; and risks of being a minority
stockholder of FedNat Holding Company.
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version on businesswire.com: https://www.businesswire.com/news/home/20220419005330/en/
INVESTOR RELATIONS: IMS Investor Relations John
Nesbett/Jennifer Belodeau (203) 972-9200
fgfinancial@imsinvestorrelations.com
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