Thoma Bravo to acquire Accelerant Holdings in a transaction valued at $4bn

On 13 August 2026, Thoma Bravo L.P. entered into a definitive agreement to take Accelerant Holdings private in an all-cash transaction valuing the company at an enterprise value of more that $4b. Accelerant shareholders will receive $20.25 per share in cash, at a 49% premium to Accelerant's closing price on 12 August 2026.

Accelerant Holdings (Atlanta) operates the "Accelerant Risk Exchange", a data-driven platform connecting specialty insurance underwriters with risk capital providers (insurers and reinsurers who fund the risk). It is not, itself, an insurer. It is a technology and data layer sitting between underwriters (a specialist who assesses a risk and determines whether it should be insured and on what terms and price) and capital. Accelerant only recently returned to the public markets (IPO'd in 2024) before agreeing to go private again. Thoma Bravo is a Chicago headquartered private equity firm describing itself as "the world's largest software-focused firm", with more than $172bn in assets under management as of 31 March 2026. It has acquired or invested in roughly 590 companies over 20+ years. A third party is also relevant here. Altamont Capital Partners, a Palo Alto based private equity firm and Accelerant's largest existing shareholder, holding around 82% of voting rights via affiliated entities, has agreed to vote in favour of the deal and intends to retain equity alongside Thoma Bravo post-close.

This is a statutory merger of a Cayman Islands exempted company. Accelerant Holdings will merger with Cherry Tree Merger Sub, a subsidiary of Cherry Tree BidCo (Thoma Bravo's acquisition vehicle, which is a special-purpose company established by an acquirer to make and hold an acquisition), pursuant to an Agreement and Plan of Merger. It requires Accelerant shareholder approval (a special meeting) and, because Accelerant operates in the specialty insurance space, it requires insurance regulatory approvals in the relevant jurisdictions.

Notably, if the deal is delayed by pending insurance regulatory approvals, shareholders are entitled to a 6% per annum "ticking fee" (additional consideration that accrues over time if completion is delayed beyond contractually specified circumstances or dates) accruing on the consideration. Because a controlling shareholder, namely Altamont, is rolling over and certain directors may have conflicting interests, Accelerant is also expected to file a Schedule 13E-3 (the SEC's 'going private' transaction disclosure regime) if required. A Special Committee of independent directors ran the process and unanimously recommended it. The deal is expected to close in the first half of 2027.

The transaction is not subject to any financing condition. Thoma Bravo has provided an equity commitment to fund the purchase. An all-equity backed commitment removed financing risk for the seller. Morgan Stanley advised Accelerant's board, Houlihan Lokey advised the Special Committee, and BMO Capital Markets and Wells Fargo advised Thoma Bravo.

The deal has brought together many law firms to advise on specific areas of the deal. Paul Hastings LLP is the US counsel to Accelerant, Sidley Austin LLP are listed as the special insurance counsel to Accelerant, Maples Group are the Cayman Islands Counsel to Accelerant and Conyers Dill & Pearman are counsel to the special committee. For Thoma Bravo, Goodwin Procter LLP are listed as legal counsel, as well as Skadden, Arps, Slate, Meagher & Flom LLP as special insurance counsel, and Walkers as the Cayman Islands counsel for the private equity firm. Lastly, Ropes & Gray LLP are listed as the counsel for Altamont Capital Partners.

This deal is significant because it is a rare case of a company un-IPO'ing within about two years of going public, at a large premium. This shows a 'take private' isn't only for legacy blue-chips being picked off. Capital markets exits can be reversed quickly when a PE sponsor believes the public market is undervaluing, or under-appreciating, a platform business. This is also supported by the fact that Thoma Bravo is offering $20.25 per share, 49% above Accelerant's previous closing price. Thoma Bravo believes it can pay substantially more than the market was valuing Accelerant at and still generate an attractive return. That can happen when a PE investor believes the public market is underestimating future growth, recurring revenues, technology, data, or the strategic value of a platform. It is also interesting to analyse the 'special insurance counsel' concept, as both sides needed dedicated insurance regulatory counsel as insurance businesses face jurisdiction-by-jurisdiction regulatory approval requirements that don't apply to a typical tech acquisition.