AqualisBraemar LOC ASA (“ABL Group”) has entered into an agreement to sell its loss adjusting business (the “Adjusting Business”) to the management group of the Adjusting Business. The Adjusting Business will be trading as SteegeXP going forward.
The Adjusting Business provides loss adjusting and dispute resolution services to the global insurance market through offices in London, Singapore, Jakarta, Kuala Lumpur, Houston, Calgary, Mexico City and Dubai. The Adjusting Business generated revenues of approximately USD 10 million in 2021, predominantly from the oil and gas sector.
“As the global leader within marine warranty surveys, and especially following the acquisition of LOC Group, we have increasingly faced challenges with perceived conflicts of interest between our loss adjusting business and other group services. We are therefore delighted to have reached an agreement with our good colleagues within loss adjusting which allows them to continue their growth as an independent company and enables ABL Group to freely market its marine warranty services in the energy sector without such perceived conflicts. I would like to thank each and every one of our employees joining SteegeXP for their contribution to making ABL Group what it is today, and wish SteegeXP the very best going forward”, says Reuben Segal, CEO of ABL Group.
The Adjusting Business traces its roots back to the early 1970s when it was established as Steege Kingston. Steege Kingston was acquired by Braemar Shipping Services in 2008 and joined ABL Group as part of the acquisition of Braemar Technical Services in 2019.
“Making this transaction happen is something that will benefit both ABL Group and SteegeXP commercially. We are very grateful that ABL Group shared this view and for how helpful they have been in enabling the management buy-out and the establishment of a fully employee-owned business. This is a very exciting time for a specialist loss adjusting business such as SteegeXP,” says Nigel Carpenter on behalf of the SteegeXP management group.
The enterprise value of the transaction is approximately USD 6.0 million. Settlement will consist of a cash consideration of approximately USD 0.9 million on completion, and a seller’s credit of USD 1.0 million to be repaid over 18 months from completion. Accounts receivable related to the Adjusting Business will largely remain with ABL Group, with an option to sell any uncollected amounts to SteegeXP 18 months from completion, subject to certain restrictions. As a result of the transaction, ABL Group expects to free up approximately USD 5.8 million of working capital over the next 18 months. In connection with the transaction, up to 37 employees will be transferred to SteegeXP.
The transaction is expected to close in Q2 2022 and is not expected to have a material EBIT impact for ABL Group in the quarter.
Following the transaction, ABL Group expects to have the following employee share options outstanding under the company’s long-term incentive plan:
- approximately 6.1 million options vesting in June 2022 with an average exercise price of NOK 3.39; and
- approximately 9.9 million options vesting in December 2023 with an average exercise price of NOK 5.79.
ABL Group has entered into a customary non-compete agreement under which it undertakes not to offer loss adjusting services which competes with the Adjusting Business for a period of 36 months from completion. ABL Group’s marine casualty management services and other services towards the global insurance market are not affected by the transaction.
