FG Financial Group, Inc. (Nasdaq: FGF, FGFPP) (“FGF” or the “Company”), a reinsurance and investment management holding company focused on opportunistic collateralized and loss capped reinsurance, while allocating capital in partnership with Fundamental Global® to SPAC and SPAC sponsor-related businesses, today announced the completion of IPOs for two of its FG Financial Group SPAC platform sponsors: FG Merger Corp. (“FG Merger”) (Nasdaq: FGMCU), and FG Acquisition Corp. (“FG Acquisition”) (TSX: FGAA.V).
The two IPOs continue to build upon FGF’s SPAC Platform strategy, whereby the Company provides various strategic and other support services to newly formed SPACs. The Company also participated in the risk capital associated with the launch of the SPACs through its asset management business, specifically FG Special Situations Fund, LP. Certain directors and officers of FGF also hold financial interests in the SPACs.
FG Merger Corp.
On March 3, 2022, FG Merger announced the closing of an $80.5 million IPO, including the over-allotment option exercise, in the US.
FG Merger is led by M. Wesley Schrader, Director and CEO, who has over 25 years of experience encompassing both non-executive and executive roles. Mr. Schrader founded Waverider Partners LLC, an advisory and investment firm, in 2021, and has served as its managing member since inception. He also founded Capital MW LLC, a management consulting firm, in 2008, and has served as its managing member since inception. Mr. Schrader serves as Senior Advisor to Columbine Logging, Inc. d/b/a Columbine Corporation, a privately held company, where he served as Chief Executive Officer from March 2018 to December 2021. Mr. Schrader served as Director of Eagle Energy Inc. (TSX: EGL) from June 2018 to February 2019. Additionally, Larry Swets, CEO of FG Financial, who has over 25 years of experience in financial services, encompassing both non-executive and executive roles, serves as Chairman. Hassan Baqar, CFO of FG Financial, serves as Director, Kyle Cerminara, co-founder of Fundamental Global, serves as a Senior Advisor, and Jeff Sutton and Ryan Turner, Fundamental Global employees, hold Director positions.
FG Merger is primarily targeting established businesses that are believed to be fundamentally sound and would benefit from the transformation to a public listing. FG Merger will prioritize its search to focus on opportunities where the company’s financial, operational, technological, strategic, or managerial expertise can maximize value.
In the aggregate, FGF’s indirect exposure to FG Merger Corp. through its subsidiaries represents potential beneficial ownership of approximately 820,000 shares of FG Merger common stock, approximately 989,000 warrants with an $11.50 strike price and a 5 year expiration, and approximately 85,000 warrants with a $15.00 strike price and a 10 year expiration.
FG Acquisition Corp.
On April 5, 2022, FG Acquisition Corp. announced the closing of a $100 million IPO in Canada.
FG Acquisition Corp. is led by Mr. Swets; Mr. Cerminara serves as Chairman of the Board; and Hassan Baqar serves as a Director and Chief Financial Officer. Dr. Richard Govignon, a Director of FGF and former Director of GreenFirst Forest Products, and Andrew McIntyre, a former Greenfirst Director, who both have extensive experience as corporate Directors and trustees in the US and Canada, are serving as Directors for the company.
Robert Kauffman is serving as a Senior Advisor. Mr. Kauffman was a co-founder and member of the Board of Directors of Fortress Investment Group LLC from its founding in 1998 until 2012. Mr. Kaufman recently served as the Chairman and Chief Executive Officer of Aldel Financial Inc., a special purpose acquisition company, which merged with Hagerty, Inc. (NYSE: HGTY).
FG Acquisition Corp. is targeting established businesses that support the Company’s value creation strategy. The Company intends to complete an acquisition in the financial services sector.
In the aggregate, FGF’s indirect exposure in FG Acquisition Corp. through its subsidiaries, represents potential beneficial ownership of approximately 819,000 shares of FG Acquisition’s common stock, approximately 1.4 million warrants with $11.50 exercise price and 5 year expiration (the “FGAC Warrants”), approximately 440,000 warrants with a $15 exercise price and 10 year expiration, and either (i) up to approximately an additional 1.6 million FGAC Warrants, or (ii) up to approximately $2 million in cash, or (iii) a pro-rata combination of such FGAC Warrants and cash, based on certain adjustment provisions and the level of redemptions of FG Acquisition’s publicly traded warrants at the time of a merger. Beneficial ownership figures stated above assume the successful closing of the underwriter’s exercise of full over-allotment option for 1.5 million additional shares of FG Acquisition Corp.
Larry Swets, CEO of FG Financial, commented, “The closing of these IPOs marks the third and fourth IPOs supporting our SPAC strategy after the IPO of Aldel Financial which successfully completed its business combination with Hagerty in December of last year. Both FG Merger Corp. and FG Acquisition Corp. have extraordinary teams in place with deep operating and transaction experience, and we look forward to leveraging their expertise as we continue to methodically build this platform and grow long-term value for shareholders.”
FG Financial Group, Inc.
FG Financial Group, Inc. is a reinsurance and investment management holding company focused on opportunistic collateralized and loss capped reinsurance, while allocating capital in partnership with Fundamental Global® to SPAC and SPAC sponsor-related businesses. The Company’s principal business operations are conducted through its subsidiaries and affiliates.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “budget,” “can,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “evaluate,” “forecast,” “goal,” “guidance,” “indicate,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “possibly,” “potential,” “predict,” “probable,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” “view,” “will,” “would,” “will be,” “will continue,” “will likely result” or the negative thereof or other variations thereon or comparable terminology. In particular, discussions and statements regarding the Company’s future business plans and initiatives, are forward-looking in nature. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these to be reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, and may impact our ability to implement and execute on our future business plans and initiatives. Management cautions that the forward-looking statements in this release are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation: market conditions general conditions in the global economy, including the impact of health and safety concerns from the current outbreak of the COVID-19 coronavirus; our lack of operating history or established reputation in the reinsurance industry; our inability to obtain or maintain the necessary approvals to operate reinsurance subsidiaries; risks associated with operating in the reinsurance industry, including inadequately priced insured risks, credit risk associated with brokers we may do business with, and inadequate retrocessional coverage; our inability to execute on our investment and investment management strategy and potential loss of value of investments; risk of becoming an investment company; fluctuations in our short-term results as we implement our new business strategy; risks of not being unable to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls; our limited operating history as a publicly traded company; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders and different interests of controlling stockholders; potential conflicts of interest between us and our directors and executive officers; volatility or decline of the shares of FedNat Holding Company common stock received by us as consideration in the sale of our insurance business or limitations and restrictions with respect to our ownership of such shares; and risks of being a minority stockholder of FedNat Holding Company.
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