White Mountains’ $300 Million Self-Tender Offer

Cleary Gottlieb represented BofA Securities Inc. and Barclays Capital Inc., as dealer managers, in a tender offer by White Mountains Insurance Group Ltd. (White Mountains) to purchase outstanding shares of its own common stock for an aggregate purchase price of up to $300 million, excluding fees and expenses relating to the tender offer.

The tender offer launched on November 21, 2025, and is scheduled to expire on December 19, 2025.

The purchase price of the tender offer is to be determined through a modified Dutch auction, taking into account the total number of shares tendered and bid prices specified by tendering holders within a range of not greater than $2,050, nor less than $1,850 per share. White Mountains will select the lowest price per share (in increments of $5.00) within the price range specified above that will allow it to purchase up to $300 million in value of shares at such price (or such lesser value depending on the number of shares that are properly tendered and not properly withdrawn).

White Mountains is engaged in the business of making opportunistic and value-oriented acquisitions of businesses and assets in the insurance, financial services, and related sectors, operating these businesses and assets through its subsidiaries and, if and when attractive exit valuations become available, disposing of these businesses and assets.

The Cleary team was led by partners David Lopez and Manuel Silva and included associate Peter Simon, with assistance from law clerk Julian Vleeschhouwer. Partner Matthew Brigham and associate Adam Girts advised on tax matters.