Bowhead Specialty Holdings Inc. Announces Secondary Offering of Common Stock

Rhea-AI Summary

Bowhead Specialty Holdings (NYSE: BOW) has announced a proposed underwritten secondary public offering of 4,000,000 shares of its common stock by certain stockholders. The Selling Stockholders may grant underwriters a 30-day option to purchase up to an additional 600,000 shares. Bowhead Specialty will not sell any shares or receive proceeds from this offering.

J.P. Morgan, Morgan Stanley, and Keefe, Bruyette & Woods are acting as joint lead bookrunning managers. The offering is subject to market conditions and will be made only through a prospectus. A registration statement has been filed with the SEC but is not yet effective. This press release does not constitute an offer to sell or solicitation of an offer to buy these securities.

Positive

• Potential for increased liquidity in BOW stock due to larger float
• No dilution for existing shareholders as company is not issuing new shares

Negative

• Large shareholders reducing their stake, which may be perceived negatively by the market
• Potential downward pressure on stock price due to increased supply of shares

Insights

Financial Analyst

This secondary offering of 4,000,000 shares by existing stockholders is a significant event for Bowhead Specialty Holdings. While the company won't receive proceeds, it impacts the stock's supply and could affect its price. The additional 600,000 share option further increases potential dilution.

Key points to consider:

• With a $1 billion market cap, this offering represents about 4% of the company's value
• Involvement of major underwriters (J.P. Morgan, Morgan Stanley, KBW) lends credibility
• Existing shareholders selling could signal their view on current valuation
• No new shares issued means no direct dilution, but increased float may impact trading dynamics

Investors should monitor post-offering price action and any shifts in institutional ownership. The market's reaction will provide insights into sentiment and perceived valuation.

Legal Expert

This secondary offering announcement carries several legal implications:

• The S-1 registration statement filed with the SEC is crucial; its effectiveness is required before any sales can occur
• The company emphasizes this is not an offer to sell or solicitation to buy, adhering to securities law requirements
• Prospectus availability through multiple channels ensures proper disclosure
• The 30-day option for additional shares must be carefully structured to comply with regulations

Investors should review the prospectus for full details on risks and offering terms. The company's careful wording about market conditions and non-involvement in the sale demonstrates awareness of legal obligations in public communications about securities offerings. This approach helps mitigate regulatory risks associated with such transactions.

NEW YORK--(BUSINESS WIRE)-- Bowhead Specialty Holdings Inc. (NYSE: BOW) (the “Company”, “Bowhead Specialty”, “we” or “our”) announced the launch of a proposed underwritten secondary public offering of 4,000,000 shares of its common stock by certain of its stockholders (the “Selling Stockholders”). In connection with the proposed offering, certain of the Selling Stockholders intend to grant the underwriters a 30-day option to purchase up to an additional 600,000 shares of the Company’s common stock. The proposed offering is subject to market and other conditions.

The Company is not selling any shares of its common stock in the proposed offering and will not receive any of the proceeds from the sale.

J.P. Morgan, Morgan Stanley and Keefe, Bruyette & Woods, A Stifel Company are acting as joint lead bookrunning managers for the proposed offering.

The proposed offering is being made only by means of a prospectus. Copies of the preliminary prospectus relating to the proposed offering may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or Keefe, Bruyette & Woods, Inc., Attention: Capital Markets, 787 Seventh Avenue, 4th Floor, New York, NY 10019, or by email at uscapitalmarkets@kbw.com, or by telephone at (800) 966 1559.

A registration statement on Form S-1, including a preliminary prospectus, relating to these securities has been filed with the Securities and Exchange Commission (the “SEC”) but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Bowhead Specialty Holdings Inc.

Bowhead Specialty is a growing specialty insurance business providing casualty, professional liability and healthcare liability insurance products. We were founded and are led by industry veteran Stephen Sills. The team is composed of highly experienced and respected industry veterans with decades of individual, successful underwriting and management experience. We focus on providing “craft” solutions in our specialty lines and classes of business that we believe require deep underwriting and claims expertise in order to produce attractive financial results.

We pride ourselves on the quality and experience of our people, who are committed to exceeding our partners’ expectations through excellent service and expertise. Our collaborative culture spans all functions of our business and allows us to provide a consistent, positive experience for all of our partners.

Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in press release are forward-looking statements. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “seeks,” “future,” “outlook,” “prospects” “will,” “would,” “should,” “could,” “may,” “can have” or similar words. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties associated with the consummation of the proposed offering and other risks described in the Company’s registration statement on Form S-1 as it may be amended from time to time, and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 and any subsequent filings with the SEC. Forward-looking statements speak only as of the date of this press release and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241021514516/en/

Investor Relations

Shirley Yap, Head of Investor Relations

investorrelations@bowheadspecialty.com

Source: Bowhead Specialty Holdings Inc.

FAQ

How many shares are being offered in Bowhead Specialty's (BOW) secondary offering?

Bowhead Specialty Holdings (BOW) announced a secondary offering of 4,000,000 shares of common stock, with an option for underwriters to purchase an additional 600,000 shares.

Will Bowhead Specialty (BOW) receive any proceeds from this secondary offering?

No, Bowhead Specialty (BOW) will not receive any proceeds from this secondary offering as the shares are being sold by existing stockholders, not the company itself.

Who are the underwriters for Bowhead Specialty's (BOW) secondary offering?

J.P. Morgan, Morgan Stanley, and Keefe, Bruyette & Woods are acting as joint lead bookrunning managers for Bowhead Specialty's (BOW) secondary offering.

How can investors obtain a prospectus for Bowhead Specialty's (BOW) secondary offering?

Investors can obtain a prospectus for Bowhead Specialty's (BOW) offering from J.P. Morgan Securities, Morgan Stanley & Co., or Keefe, Bruyette & Woods, Inc. through their respective contact methods provided in the press release.