Scottish Re Group Ltd. says companies have agreed to invest a total of $600 million in Scottish Re preferred stock.
MassMutual Capital Partners L.L.C., an affiliate of Massachusetts Mutual Life Insurance Company, Springfield, Mass., and a group of affiliates of Cerberus Capital Management L.P., New York, a private investment firm, each have agreed to invest $300 million in Scottish Re, Scottish Re says.
The deal agreement calls for MassMutual Capital and the Cerberus affiliate group each to get 1 million new convertible preferred shares, Scottish Re says.
The shares could be converted into 150 million ordinary shares at any time, and the conversion would give MassMutual Capital and the Cerberus affiliates ownership of 69% of Scottish Re ordinary shares, Scottish Re says.
The convertible shares would have the same voting rights as ordinary shares of Scottish Re, Scottish Re says.
MassMutual Capital and the Cerberus affiliate group will each get to appoint 3 new members to the Scottish Re board. MassMutual Capital and the Cerberus affiliates will end up with control over a total of 6 seats on an 11-seat board, Scottish Re says.
The transaction could close sometime after March 31, 2007, Scottish Re says.
To complete the deal, Scottish Re must get the approval of regulators and of the holders of two-thirds of ordinary shares that are eligible to vote at a special meeting.
If Scottish Re shareholders approve the deal, MassMutual Capital and the Cerberus affiliates would provide $100 million in temporary financing to help Scottish Re support its operations while it is waiting for the deal to close, according to Moody’s Investors Service, New York.
MassMutual Capital and the Cerberus affiliates say they want to run Scottish Re as a going concern, Moody’s says.