Icahn Sues AmTrust Directors Over Going-Private Transaction

(Bloomberg) -- Billionaire investor Carl Icahn sued the directors of AmTrust Financial Services Inc., Chief Executive Officer Barry Zyskind and the family that controls the insurer to challenge a plan to take the insurer private, arguing it will shortchange investors.

Icahn, who owns a 9.4 percent stake in Amtrust, says the going-private deal unfairly benefits the controlling Karfunkel family at the expense of public stockholders. He asked a Delaware Chancery Court judge to hold Amtrust directors who backed the deal liable for not acting in the best interests of holders, according to the lawsuit filed Monday.

“The transaction will transfer huge amounts of value belonging to the company’s public stockholders to the controlling family,” according to the suit.

Hunter Hoffmann, an Amtrust spokesman, didn’t immediately return a call or email seeking comment.

Last week, Icahn wrote to AmTrust’s board to protest the deal struck in March by Stone Point Capital LLC, the Karfunkel family and Zyskind to buy the company. Icahn said then the proposed “squeeze out” transaction fails to take into consideration most of AmTrust’s minority holders.

Deal Details

The takeover offer came after a wave of problems for AmTrust, including a restatement of earnings, finding accounting-control problems and learning the U.S. Securities and Exchange Commission opened an investigation. Zyskind’s and Director George Karfunkel’s families agreed last year to inject $300 million into the firm in a private-placement deal.

Icahn Partners LP, Icahn Partners Master Fund LP and High River Limited Partnership, entities controlled by Icahn, contend the Zyskind and Karfunkel families have engaged in self-dealing in connection with the insurer.

A company owned by the families also owns Amtrust’s Manhattan headquarters, provides more than half the company’s reinsurance coverage, and gets half-price rides on the company’s jet, according to the suit.

Zyskind, the brother-in-law of the Karfunkel brothers who founded Amtrust, was paid more than $60 million during a five-year period starting in 2012 while the company’s performance lagged, Icahn said in the suit.

The billionaire accuses Zyskind and the Karfunkels of attempting to manipulate the shareholder vote on the $13.50-per-share offer to go private. The moves are designed to tilt “the playing field to advantage the Zyskind/Karfunkel families, while blatantly disadvantaging the public shareholders,” according to the suit.

The case is Icahn Partners v. Zyskind, 2018-0358, Delaware Chancery Court (Wilmington).

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