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Specialty Business of Validus Specialty, LLC
Notes to the Combined Financial Statements (unaudited)
For the nine months ended September 30, 2023
Expressed in thousands of U.S. dollars
Validus Specialty, LLC (“Validus Specialty”) was initially incorporated in the United States of America (“U.S.”) under the laws of the state of Delaware on May 3, 2006. The legal form of the entity was changed from a corporation to a limited liability company on September 1, 2018, in the U.S. under the laws of the state of Delaware. As at September 30, 2023, Validus Specialty was 100% owned by AIG Property Casualty Inc. (the “parent company” or “member”). Validus Specialty’s ultimate parent company was American International Group, Inc. (“AIG”) as at September 30, 2023, which is a company registered with the United States Securities and Exchange Commission and is incorporated in the state of Delaware, U.S. Validus Specialty predominately provides services in the form of actuarial, research, finance, administrative, information technology, legal, operations and risk management services to affiliated companies in the U.S., Bermuda, Canada, and the United Kingdom. As discussed in more detail below, effective November 1, 2023, Validus Specialty and certain of its subsidiaries were sold to RenaissanceRe Holdings Ltd. (“RenaissanceRe”).
2. | Basis of preparation and combination |
On May 22, 2023, AIG announced it had entered into a Stock Purchase Agreement (the “SPA”) to sell its reinsurance business, which includes certain companies within Validus Specialty to RenaissanceRe (the “Acquisition”). The transaction was finalized November 1, 2023, resulting in RenaissanceRe acquiring the right, title, and interest in the shares of Validus Specialty.
The Validus Specialty wholly owned subsidiaries included in the SPA are as follows:
| • | | AlphaCat Capital Inc., a U.S. corporation registered in the state of Delaware, which provides services to affiliated AIG entities. |
| • | | Validus America Inc., a U.S. corporation registered in the state of Delaware, which provides services to affiliated AIG entities. |
| • | | Validus Re Americas (New Jersey) Inc., a U.S. corporation registered in the state of New Jersey, which provides services to affiliated AIG entities. The entity is also a Licensed Reinsurance Intermediary Managing General Agent registered in the state of New York and has an Insurance Producers License in the state of New Jersey. |
| • | | Validus Reaseguros Inc., a U.S. corporation registered in the state of Florida, which provides services to affiliated AIG entities. The entity is also a Licensed Reinsurance Intermediary Managing General Agent registered in the state of Florida. |
| • | | Validus Services Inc., a U.S. corporation registered in the state of Delaware, which provides services to affiliated AIG entities. |
As the SPA did not include the sale of Validus Specialty Underwriting Services, Inc. (“VSU”), a significant wholly-owned subsidiary of Validus Specialty, which is a U.S. corporation registered in the state of Delaware, these financial statements do not include the results of operations, comprehensive income, financial position and cash flows of VSU and are therefore considered Combined Financial Statements. The distribution of VSU as contemplated by the SPA was completed on October 1, 2023.
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