Flagstone’s Acquisition by Validus

On August 30, 2012, Validus Holdings, Ltd. (“Validus”) and Flagstone Reinsurance Holdings, S.A. (“Flagstone”) announced that the boards of directors of both Validus and Flagstone have approved a definitive merger agreement pursuant to which Validus will acquire all the issued and outstanding shares of Flagstone. Cravath represented Flagstone in connection with this transaction. Under the terms of the agreement, Flagstone shareholders will receive, for each Flagstone share, 0.1935 Validus voting common shares and $2.00 in cash.

The transaction provides Flagstone shareholders with a 19.4% premium and $8.43 of value per share based on the closing share price for each of Validus and Flagstone as of August 29, 2012, and represents an aggregate equity value of $623.2 million. Completion of the transaction, which is expected to occur in the fourth quarter of 2012, is subject to customary closing conditions, including obtaining regulatory approvals and the approval of Flagstone’s shareholders.

The Cravath team included associates Michael E. Mariani, Michael A. Coyne, Michael K. Hyun and James J. Desjardins on corporate matters; partner Andrew W. Needham and associates Dana Frenkel and Matthew O. Williams on tax matters; and partner Eric W. Hilfers, practice area attorney Michael Krasnovsky and associate Audry X. Casusol on executive compensation and benefits matters.