---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-049970"
form_type: "8-K"
ticker: "JRVR"
cik: "0001620459"
company_name: "James River Group Holdings, Inc."
filed_at: "2024-04-22T23:59:59+00:00"
generated_at: "2026-06-03T14:01:22.630493+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# James River completes sale of JRG Re for ~$291.4M; Heinlein departs

## Summary
- Closed sale of JRG Re to Fleming Intermediate Holdings for total consideration of ~$291.4M.
- Consideration includes $152.4M cash and $139M dividend/distribution from JRG Re contributed surplus.
- Up to $2.5M additional earnout payment possible if conditions met within nine months.
- Daniel J. Heinlein, President and CEO of JRG Re, left to join Buyer effective April 16, 2024.
- KeyBank facility commitment cut from $102.5M to $45M; BMO facility amended to eliminate LC subfacility.

## SEC filing metadata
- accession: 0001104659-24-049970
- form_type: 8-K
- ticker: JRVR
- cik: 0001620459
- company_name: James River Group Holdings, Inc.
- filed_at: 2024-04-22T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1620459/000110465924049970/0001104659-24-049970-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1620459/000110465924049970/tm2412304d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-049970
- JSON: https://secwatch.observer/filing/0001104659-24-049970.json
- Plain text: https://secwatch.observer/filing/0001104659-24-049970.txt

## Key facts
- Executive change
  Daniel J. Heinlein departed as President and Chief Executive Officer of JRG Re at James River Group Holdings, Inc..
  - Action: no longer employed by a subsidiary of the Company
  - Role: President and Chief Executive Officer of JRG Re
  source text: In connection with the Transaction, as of April 16, 2024, Daniel J. Heinlein, President and Chief Executive Officer of JRG Re, joined Buyer, and is no longer employed by a subsidiary of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1620459/000110465924049970/0001104659-24-049970-index.htm
- M&A Transactions
  James River Group Holdings, Inc. completed a disposition involving Fleming Intermediate Holdings LLC for aggregate purchase price received by the Company, after giving effect to estimated adjustments based on changes in JRG Re’s adjusted net worth between March 31, (closed 2024-04-16).
  - Action: disposition
  - Counterparty: Fleming Intermediate Holdings LLC
  - Consideration: aggregate purchase price received by the Company, after giving effect to estimated adjustments based on changes in JRG Re’s adjusted net worth between March 31,
  - Closing: 2024-04-16
  source text: Agreement, the aggregate purchase price received by the Company, after giving effect to estimated adjustments based on changes in JRG Re’s adjusted net worth between March 31, 2023 and the Closing, totaled approximately $291.4 million. The aggregate purchase price was comprised of (i) $152.4 million paid in cash by Buyer and (ii) an aggregate $139
  evidence_url: https://www.sec.gov/Archives/edgar/data/1620459/000110465924049970/0001104659-24-049970-index.htm
- Material Agreements
  James River Group Holdings, Inc. amended First Amendment to the Third Amended and Restated Credit Agreement with KeyBank National Association (effective 2024-04-16).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: KeyBank National Association
  - Effective: 2024-04-16
  source text: On April 16, 2024, James River Group Holdings, Ltd. (the "Company") entered into (i) the First Amendment (the "KeyBank Amendment") to the Third Amended and Restated Credit Agreement dated as of July 7, 2023 (the "KeyBank Facility") by and among the Company, as borrower, KeyBank National Association ("KeyBank") as Administrative Agent and Letter of Credit Issuer, KeyBank and Truist Securities, Inc. as Joint Book Runners and Joint Lead Arrangers, Truist Bank as Syndication Agent, and the lender parties thereto (the "KeyBank Lenders")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1620459/000110465924049970/0001104659-24-049970-index.htm
- Material Agreements
  James River Group Holdings, Inc. amended Fourth Amendment to the Credit Agreement with BMO Bank N.A. (effective 2024-04-16).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: BMO Bank N.A.
  - Effective: 2024-04-16
  source text: (ii) the Fourth Amendment (the "BMO Amendment") to the Credit Agreement dated as of August 2, 2017, as amended, (the "BMO Facility") by and among the Company, as borrower, and BMO Bank N.A., as the lender ("BMO")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1620459/000110465924049970/0001104659-24-049970-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.