AM Best has placed under review with developing implications the Financial Strength Rating of A- (Excellent) and the Long-Term Issuer Credit Ratings of “a-” (Excellent) of Vantage Risk Ltd. (Bermuda) and its affiliates, Vantage Risk Specialty Insurance Company and Vantage Risk Assurance Company (both domiciled in Wilmington, DE), which do business as Vantage Group.

These Credit Ratings (ratings) reflect Vantage Group’s balance sheet strength, which AM Best assesses as very strong, as well as its adequate operating performance, limited business profile and appropriate enterprise risk management.

The under review with developing implications status is driven by the announcement that Howard Hughes Holdings (HHH) [NYSE: HHH] has signed a definitive agreement to acquire Vantage Group from Carlyle and Hellman & Friedman, for approximately USD 2.1 billion. The transaction is expected to close in the second quarter of 2026, subject to regulatory approval.

The acquisition will be financed through HHH’s mixture of cash-on-hand and non-interest bearing, non-voting preferred stock issued to Pershing Square Holdings, Ltd (Pershing Square). The preferred shares will be split into 14 equally sized tranches that HHH will have the right to repurchase at the end of each fiscal year for the first seven years post-closing of the transaction. It is anticipated that Vantage Group’s operations will remain broadly consistent post-transaction, with the exception of Pershing Square entering into fee-free investment management agreement over the company’s investment portfolio. This will result in higher allocations to public equities post-acquisition, although the higher equity risk will be offset by a higher allocation to cash and short-term Treasuries and a reduction in underwriting leverage via capital contributions. AM Best will continue to monitor the situation as the deal progresses and respond if any of the initial assumptions change.

This press release relates to Credit Ratings that have been published on AM Best’s website. For all rating information relating to the release and pertinent disclosures, including details of the office responsible for issuing each of the individual ratings referenced in this release, please see AM Best’s Recent Rating Activity web page. For additional information regarding the use and limitations of Credit Rating opinions, please view Guide to Best's Credit Ratings. For information on the proper use of Best’s Credit Ratings, Best’s Performance Assessments, Best’s Preliminary Credit Assessments and AM Best press releases, please view Guide to Proper Use of Best’s Ratings & Assessments.

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