Steadfast Group, the Australian insurance broker network subject to a proposed $7.7 billion takeover, has released a notice from Pentwater Capital Management LP disclosing equity derivatives relating to 60,634,093 Steadfast ordinary shares.
The notice, dated 9 September 2026 and provided to the market on 11 September 2026, describes the instrument as a cash-settled equity swap. Pentwater gives its address as Naples, Florida.
Steadfast entered into a binding scheme implementation deed on 21 August 2026 under which a consortium of Amwins Group, Dragoneer Investment Group and KKR would acquire the company at $6.00 cash per share. The transaction requires approval by Steadfast shareholders.
Steadfast had 1,111,991,628 ordinary shares on issue, according to exchange data as at 11 September 2026. On that basis, the number of shares to which the derivatives relate equates to 5.45 per cent of shares on issue.
The notice was lodged under Guidance Note 20 issued by the Australian Takeovers Panel. In it, Pentwater states that the guidance relevantly provides that non-disclosure of long positions, including long equity derivative positions, may give rise to unacceptable circumstances and that it discloses the information as at the date of the letter on that basis.
Against the field for price, including reference price, strike price or option price, the notice records "not applicable". Against material changes to information previously disclosed to the market, it records that no information was previously disclosed.
The notice states that the fund has no other associates with a long equity derivative position or relevant interest in the company. Against short equity derivative positions that offset long positions, it records "none".
Guidance Note 20 sets out when the Panel expects disclosure of equity derivatives. The Panel expects disclosure where a person's long position is 5 per cent or more of the voting rights in an entity, and thereafter where it changes by at least 1 per cent or falls below 5 per cent. In assessing whether disclosure has been timely, the Panel has regard to the requirements for substantial holder notices, being within two business days of becoming aware.
On the effect of such positions, the Panel notes that the writer of an equity derivative usually has an economic incentive to hedge, often by acquiring the underlying securities, and an incentive to unwind that hedge when the position is closed. The Panel states that even where the derivative is hedged, the long position may not confer voting power on the taker. It also states that by creating the hedging incentive and controlling the unwinding, the taker of a long position, including a cash-settled one, may affect the market in the underlying securities, for example by reducing the free float.
The deed followed a process that drew three separate proposals with the $6.00 offer representing a 51.9 per cent premium to the undisturbed closing price of $3.95 on 9 June 2026. Under the structure, Starboard BidCo, backed by Dragoneer and KKR, acquires all outstanding shares, with Amwins Australasia subsequently taking the underwriting agency business and the bidder retaining broking.
At the time the deed was signed, the transaction was subject to approvals from the Foreign Investment Review Board (FIRB), the Australian Competition and Consumer Commission (ACCC) and New Zealand's Overseas Investment Office (OIO). The enterprise value of approximately $7.7 billion attached to the bid reflects roughly $6.7 billion of equity plus net debt and non-controlling interests.
Steadfast operates broker and agency networks across Australia, New Zealand, Singapore and the United States, placing around $26 billion in gross written premium annually.
