TRV 8-K
Travelers Companies, Inc. (TRV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events
On May 27, 2025, The Travelers Companies, Inc. (the “Company”) issued a press release announcing that it has entered into a definitive agreement to sell its Canadian personal insurance business and the majority of its Canadian commercial insurance business to Definity Financial Corporation, for approximately US$2.4 billion. The Company will retain its surety business in Canada. The transaction is expected to close in the first quarter of 2026, subject to regulatory approvals and other customary closing conditions.
A copy of the Company’s press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Forward-Looking Statements
All statements in this report other than statements of historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include, among others, statements regarding expected closing of the transaction, use of proceeds, financial impact of the sale and share repurchases. Actual results of matters addressed in these forward-looking statements involve risks and uncertainties and may differ substantially from those expressed or implied. Some of the factors that could cause actual results to differ are discussed under the heading “Risk Factors” and “Forward-Looking Statements” in the Company’s most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. In addition, the transaction is subject to closing conditions, including obtaining required regulatory approvals and the satisfaction of other customary closing conditions, and may not occur. The forward-looking statements in this report speak only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 27, 2025, announcing the transaction. | |
| 101.1 | Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL. | |
| 104.1 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101.1.) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The Travelers Companies, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE TRAVELERS COMPANIES, INC. | ||
| Date: May 27, 2025 | By: | /s/ Christine K. Kalla |
| Name: Christine K. Kalla | ||
| Title: Executive Vice President and General Counsel | ||
Exhibit 99.1
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NEWS RELEASE
Travelers to Sell Its Canadian Personal Insurance Business and Majority of Its
Canadian Commercial Insurance Business to Definity for US$2.4 Billion
Travelers will retain its market-leading surety business in Canada
NEW YORK, May 27, 2025 – The Travelers Companies, Inc. (NYSE: TRV) today announced that it has signed a definitive agreement to sell the personal insurance business and the majority of the commercial insurance business of Travelers Canada to Definity Financial Corporation (TSX: DFY) for approximately US$2.4 billion. The purchase price represents a multiple of 1.8 times book value, adjusting for approximately US$0.8 billion of excess local capital which is being repatriated as part of this transaction in a tax-efficient manner. Travelers, which is the largest surety writer in North America, will retain its premier Canadian surety business. The transaction is expected to close in the first quarter of 2026, subject to regulatory approvals and other customary closing conditions.
“This transaction is a reflection of our steadfast commitment to disciplined capital allocation and long-term value creation,” said Alan Schnitzer, Chairman and Chief Executive Officer of Travelers. “The evolution of the Canadian market over the past decade has made Definity a natural long-term owner for this business, a view affirmed by the compelling value of their proposal. I am confident that our Canadian customers, brokers and colleagues will benefit from being part of one of the country’s leading and fully integrated property casualty insurers.”
Travelers expects to use approximately US$0.7 billion of the net cash proceeds of the transaction for additional share repurchases in 2026, while retaining the remainder to support ongoing operations and for general corporate purposes. The transaction and resulting share repurchases are expected to be slightly accretive to the company’s earnings per share in each of the next several years.
Jefferies LLC acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP and Stikeman Elliott LLP served as legal advisors to Travelers in this transaction.
Calculation of Book Value Multiple
The price to book value multiple calculation excludes approximately US$0.8 billion of excess local capital from both the numerator (purchase price) and the denominator (book value). Book value is based on the equity of the entities being sold as of Dec. 31, 2024, after taking into account the separation of the surety business and measured on an IFRS basis.
About Travelers
The Travelers Companies, Inc. (NYSE: TRV) is a leading provider of property casualty insurance for auto, home and business. A component of the Dow Jones Industrial Average, Travelers has more than 30,000 employees and generated revenues of more than $46 billion in 2024. For more information, visit Travelers.com.
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Forward-Looking Statements
All statements in this press release other than statements of historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include, among others, statements regarding expected closing of the transaction, use of proceeds, financial impact of the sale and share repurchases. Actual results of matters addressed in these forward-looking statements involve risks and uncertainties and may differ substantially from those expressed or implied. Some of the factors that could cause actual results to differ are discussed under the heading “Risk Factors” and “Forward-Looking Statements” in the company’s most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. In addition, the transaction is subject to closing conditions, including obtaining required regulatory approvals and the satisfaction of other customary closing conditions, and may not occur. The forward-looking statements in this press release speak only as of the date of this press release, and we undertake no obligation to update any forward-looking statements.
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Investors:
Abbe Goldstein, 917-778-6825
Media:
Patrick Linehan, 917-778-6267