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Steadfast takeover booklet points to smooth transition

The private equity firms planning to acquire Steadfast’s broking operations intend to run the business “substantially in its current form”, while the underwriting agencies’ strategic direction will continue, a scheme booklet says.

The $6 cash-per-share offer, subject to a shareholder vote on November 27, involves Dragoneer and Kohlberg Kravis Roberts taking over the broking arm and the underwriting agencies being sold to Amwins.

The deal, giving Steadfast a $7.7 billion enterprise value, is recommended by the board.

The scheme booklet, approved by the NSW Supreme Court on Friday, includes an independent expert report from Kroll Australia that concludes the offer “is in the best interests of … shareholders, in the absence of a superior proposal”.

“The independent expert has assessed the value of a Steadfast share on a controlling interest basis to be in the range of $5.44 to $6.09 … The scheme consideration falls within this range.”

Dragoneer and KKR, through their Starboard venture, will evaluate business operations, management and employment requirements for the broking operations, the booklet says.

It is expected Starboard TopCo will initially be governed by a board of up to seven directors, comprising up to three each nominated by Dragoneer and KKR and with Robert Kelly a director in his capacity as CEO.

A December 1 court hearing is expected to approve the scheme, subject to shareholder and regulatory approvals, paving the way for a December 22 implementation.

The booklet says the bidders started pre-notification engagement with the Australian Competition and Consumer Commission last month.

“As at the last practicable date, the consortium has received information requests from the ACCC, which are being progressed,” it says.

Steadfast’s key dates calendar had scheduled an annual general meeting for this Friday, but the Australian Securities and Investments Commission has granted an extension to February 28, if a meeting is required. The company says it does not expect to hold an AGM for 2026 “unless the scheme is delayed beyond the current timetable”.

The booklet says for the broking buyers, the deal represents a “compelling investment”, while the agencies represent an opportunity for Amwins to expand its global underwriting platform into the Australian and New Zealand markets.

Kroll says the outlook for the Australian insurance industry remains positive, and increasingly complex risks and technological change are expected to support demand for specialist underwriting, risk advisory and intermediary services.