White Mountains Launches $300 Million Self-Tender Offer Through Modified Dutch Auction

Cleary Gottlieb represented BofA Securities Inc. and Barclays Capital Inc., as dealer managers in White Mountains Insurance Group Ltd.'s self-tender offer to repurchase outstanding shares of its common stock. White Mountains launched the tender offer on November 21, 2025, and it was scheduled to expire on December 19, 2025. The company sought to purchase outstanding shares for an aggregate purchase price of up to $300 million, excluding fees and expenses relating to the tender offer. The purchase price was to be determined through a modified Dutch auction, taking into account the total number of shares tendered and bid prices specified by tendering holders within a range of not greater than $2,050 nor less than $1,850 per share. White Mountains would select the lowest price per share, in increments of $5.00, within that range that would allow it to purchase up to $300 million in value of shares at such price (or such lesser value depending on the number of shares that were properly tendered and not properly withdrawn). White Mountains is engaged in opportunistic and value-oriented acquisitions of businesses and assets in the insurance, financial services and related sectors, operating those businesses and assets through its subsidiaries and disposing of them when attractive exit valuations become available. Cleary Gottlieb represented BofA Securities Inc. and Barclays Capital Inc. with a team composed by: partners David Lopez and Manuel Silva; associate Peter Simon; law clerk Julian Vleeschhouwer; and partner Matthew Brigham and associate Adam Girts, who advised on tax matters.

White Mountains Launches $300 Million Self-Tender Offer Through Modified Dutch Auction

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