Herbert Smith Freehills advises Third Point Investors Limited on landmark proposed all-share combination with Malibu Life and re-IPO to create a unique London-listed reinsurance operating company

Leading international law firm Herbert Smith Freehills has advised long-standing London-listed client Third Point Investors Limited (TPIL) on its proposed all-share combination with Malibu Life Reinsurance SPC (Malibu Life) and re-IPO to create a unique London-listed reinsurance operating company. 

This is a novel transaction involving a reverse takeover by a closed-ended London-listed fund and its transformation into a commercial trading company, involving the proposed: 

• acquisition of Malibu Life from an affiliate of TPIL's manager, Third Point LLC
• reverse takeover and re-IPO of the combined business – the first reinsurance IPO in London since 2020
• publication of a full shareholder circular and a separate prospectus for the readmission of the combined business, moving from the equity shares (closed-ended funds) category to the equity shares (commercial companies) category
• a potential tender offer of at least US$75 million, with conditional commitments from new and existing investors, including Third Point, to allow shareholder rotation 
• redomiciliation of TPIL to the Cayman Islands from Guernsey

The transaction is expected to create a fast-growing reinsurance operating company, focused on the US fixed annuity market, with a target to scale to approximately US$5 billion in annual premiums by the end of 2027, and targeting mid-teens return on equity by the end of 2027, with significant upside potential. The transaction represents a significant vote in favour of London as a listing venue and will create a fully capitalised, London-listed commercial reinsurer. 

The circular is expected to be published in June 2025 convening an EGM at which the required shareholder approvals for the acquisition and related proposals and to implement any tender offer will be sought. 

TPIL was listed on the London Stock Exchange in 2007 in order to offer shareholders a unique opportunity to gain direct exposure to Third Point’s flagship strategy. Third Point is an institutional investment manager founded by Daniel S. Loeb in 1995 that employs an event-driven, opportunistic strategy to invest globally across the capital structure and in diversified asset classes to optimize risk-reward through a market cycle. Third Point currently manages US$19.3 billion and has a 68-person investment team.

Malibu Life is a Cayman annuity reinsurer focussed on predictable liabilities within the estimated US$1 trillion and growing fixed annuity market in the United States.

The Herbert Smith Freehills team was led by Corporate partners Tim West and Michael Jacobs, together with funds partner Shantanu Naravane, equity capital markets partner Sarah Ries-Coward, corporate insurance M&A partner Grant Murtagh, US securities partner Dinesh Banani and equity capital markets of counsel Thomas Vaughan. The team worked alongside Corporate partners Ernie Wechsler, Christian Witkze and Dan Rabinowitz at Kramer Levin. 

Tim West commented: "We are delighted to be advising our long-standing client, TPIL, on what is a very novel transaction for a London-listed investment company. This highly complex transaction demonstrates our ability to assemble large multidisciplinary teams and deliver innovative deal structures. We are also very pleased to be working with the Kramer Levin team ahead of the combination of our two firms on 1 June 2025." 

Michael Jacobs said: "This is a significant and important transaction as it represents a strong vote of confidence in London as a listing venue and in the UK public markets by TPIL and private capital fund manager Third Point. The proposed re-IPO of TPIL into a reinsurance operating company represents the first reinsurance IPO in London for many years. We are delighted to be working with TPIL and Third Point on this transaction."

Dimitri Goulandris, Director and Chairman of the TPIL Strategy Committee, said: "We are extremely grateful to Herbert Smith Freehills for their contribution to this groundbreaking deal – the quality of their advice, commercial judgement and first-rate execution was superb and indispensable in delivering this unique and unparalleled transaction. Thank you to Tim, Michael and everyone at HSF and Kramer Levin for getting us to this point."