Bermudian-based James River Group Holdings Ltd has commenced litigation against Fleming Intermediate Holdings seeking to enforce the stock purchase agreement between the two parties in relation to JRG Re.

The company said the complaint has been filed in the Supreme Court, New York County, Commercial Division, against Fleming, a portfolio company of private equity sponsor Altamont Capital Partners.

James River said: “The action seeks specific performance of Fleming’s obligation to complete the acquisition of JRG Reinsurance Company Ltd in accordance with the stock purchase agreement between the parties as of November 8, 2023. James River will seek expedited relief from the court to require Fleming to close the transaction.

“James River brings this action in response to the refusal of Fleming to complete the fully negotiated transaction that it executed in November. James River has taken all of the contractually required steps to effect a closing, including the receipt of all regulatory approvals.

“However, just hours prior to the contractually required closing, Fleming claimed that it had no obligation to close and did not attend the scheduled closing call. Fleming subsequently demanded material economic changes to the agreed-upon transaction terms.”

James River added: “The lawsuit makes clear that Fleming’s self-serving complaints are flatly contradicted by the parties’ signed agreement. James River will take all actions necessary to protect its interests, enforce James River’s rights under the SPA and compel Fleming to complete the transaction in accordance with its terms.

“As long as James River continues to own JRG Re, James River will continue to operate and support JRG Re and its cedents as it has throughout its ownership. The company has prepared JRG Re and its financials for sale according to the terms of the SPA.”

Frank D’Orazio, the company’s chief executive officer, said: “James River is taking immediate action to enforce its rights under the previously agreed upon transaction with Fleming and ensure that Fleming fulfils its obligations to the company.

“We remain confident in the strength of JRG Re and its team, and we believe that the steps we are taking are in the best interests of James River and its shareholders.”

James River announced last November that it had entered into a definitive agreement to sell JRG Re, its third-party casualty reinsurance business, to Fleming.

At the time, the company said the total estimated transaction value was $277 million, inclusive of a $139 million pre-closing dividend and a $138 million cash payment from Fleming at close.