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James River sues Fleming for not closing deal to buy JRG Reinsurance


James River Group Holdings Ltd. said Monday it has sued Fleming Intermediate Holdings, a portfolio company of private-equity sponsor Altamont Capital Management LP, seeking specific performance of Fleming’s obligation to complete the $277 million acquisition of JRG Reinsurance Co. Ltd., which was announced in November.

The suit was filed in the Supreme Court, New York County, Commercial Division. James River said in a statement that it will seek expedited relief from the court to require Fleming to close the transaction.

James River claims it has taken all of the contractually required steps to complete a closing, including the receipt of all regulatory approvals, but that just hours prior to the contractually required closing, Fleming claimed it had no obligation to close and did not attend the scheduled closing call.

Fleming subsequently demanded material economic changes to the agreed-upon transaction terms, according to the James River statement.

Last December, A.M. Best Co. Inc. revised Pembroke, Bermuda-based James River Group Holdings Ltd.’s outlook to negative from stable and downgraded the financial strength rating of JRG Reinsurance Co. Ltd. to B++ from A-.