HAMILTON, Bermuda, Sept. 11, 2020 /PRNewswire/ -- Third Point
Reinsurance Ltd. (NYSE: TPRE) (the "Company") today announced that
it has entered into a definitive agreement (the "Agreement") with
the holders of Sirius International Insurance Group, Ltd.'s
(NASDAQ: SG) ("Sirius") Series B Preference Shares (the "Series B
Preference Shares"), pursuant to which such holders have agreed to
remain investors in the Company (to be renamed SiriusPoint Ltd.)
upon the closing of the proposed merger (the "Merger") contemplated
by the Merger Agreement between the Company and Sirius.
Under the Agreement, the four institutional investors that hold
Sirius's Series B Preference Shares, Bain Capital Special
Situations Asia, L.P. ("Bain"), CCOF Master, L.P. ("Carlyle"),
Centerbridge Credit Partners Master, LP and Centerbridge Special
Credit Partners III, LP (collectively, "Centerbridge"), and GPC
Partners Investments (Canis) LP ("Gallatin" and, together with
Bain, Carlyle and Centerbridge, collectively, the "Cornerstone
Investors") have agreed that upon the closing of the Merger, they
will convert their existing Series B Preference Shares of Sirius
into up to $260 million face value of
newly-issued Series B Preference Shares of SiriusPoint (the "New
Preference Shares"). The New Preference Shares will be perpetual in
nature, carry an 8.00% annual cumulative cash dividend, and will be
callable by SiriusPoint on each fifth anniversary of the closing of
the Merger or upon certain other events. At the time of
issuance upon the closing of the Merger, SiriusPoint will have the
option to substitute up to $60
million in cash in lieu of an equal face amount of the New
Preferred Stock (or pay in cash the agreed New Preference Shares
face amount of $260 million in
full).
In exchange for the New Preference Shares, the Cornerstone
Investors have also agreed to toll certain potential claims they
may have against Sirius from the date of the Agreement until the
closing of the Merger or the earlier termination of the Agreement,
and upon the closing of the Merger agree to release such potential
claims.
Sid Sankaran, currently Chairman
of the Company and slated to be Chief Executive Officer of
SiriusPoint said: "Reaching an agreement with the Cornerstone
Investors is an important milestone for SiriusPoint. This
agreement provides us with certainty regarding our capital position
going forward, resolves amicably a potential litigation, and
constitutes an important endorsement of SiriusPoint by
sophisticated investors. Having this impressive slate of
investors in the combined company further reinforces our strong
balance sheet as we support our clients and broker partners in the
upcoming renewal season."
Forward-Looking Statements
Information set forth in this communication, including financial
estimates and statements as to the expected timing, completion and
effects of the Merger, constitute forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These estimates and statements are
subject to risks and uncertainties, and actual results might differ
materially. Such estimates and statements include, but are not
limited to, statements about the benefits of the merger, including
future financial and operating results, the combined company's
plans, objectives, expectations and intentions, and other
statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of the management of
Third Point Re and Sirius Group and are subject to significant
risks and uncertainties outside of our control. Among the risks and
uncertainties that could cause actual results to differ from those
described in the forward-looking statements are the following: (1)
the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement, (2) the
risk that Sirius Group shareholders may not adopt the merger
agreement or that Third Point Re shareholders may not approve the
stock issuance, (3) the risk that the necessary regulatory
approvals may not be obtained or may be obtained subject to
conditions that are not anticipated, (4) risks that any of the
closing conditions to the Merger may not be satisfied in a timely
manner, and (5) the risk that SiriusPoint may not achieve the
expected benefits of the transaction. Discussions of additional
risks and uncertainties are contained in Third Point Re's and
Sirius Group's filings with the Securities and Exchange Commission.
Neither Third Point Re nor Sirius Group is under any obligation,
and each expressly disclaims any obligation, to update, alter, or
otherwise revise any forward-looking statements, whether written or
oral, that may be made from time to time, whether as a result of
new information, future events, or otherwise. Persons reading this
announcement are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date
hereof.
Where to Find Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the Merger. In connection with
the Merger, Third Point Re and Sirius Group intend to file a joint
proxy statement/prospectus with the SEC. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy
of the proxy statement/prospectus (when available) and other
documents filed by Third Point Re and Sirius Group with the SEC at
http://www.sec.gov. Free copies of the joint proxy
statement/prospectus, once available, and each company's other
filings with the SEC may also be obtained from the respective
companies. Free copies of documents filed with the SEC by Third
Point Re will be made available free of charge on Third Point Re's
investor relations website at
https://www.thirdpointre.com/investors/. Free copies of documents
filed with the SEC by Sirius Group will be made available free of
charge on Sirius Group's investor relations website at
https://ir.siriusgroup.com/.
Participants in the Solicitation
Third Point Re and its directors and executive officers, and
Sirius Group and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from their
respective shareholders in respect of the proposed merger.
Information about the directors and executive officers of Third
Point Re is set forth in its Annual Proxy Statement, which was
filed with the SEC on April 27, 2020.
Information about the directors and executive officers of Sirius
Group is set forth in its Annual Report on Form 10-K, which was
filed with the SEC on April 21, 2020.
Investors may obtain additional information regarding the interest
of such participants by reading the proxy statement/prospectus
regarding the proposed merger when it becomes available.
About the Company
The Company is a public company listed on the New York Stock
Exchange which, through its wholly-owned subsidiaries Third Point
Reinsurance Company Ltd. and Third Point Reinsurance (USA) Ltd. writes property and casualty
reinsurance business. Third Point Reinsurance Company Ltd. and
Third Point Reinsurance (USA) Ltd.
each have an "A-" (Excellent) financial strength rating from A.M.
Best Company, Inc.
Contact
Third Point Reinsurance Ltd.
Christopher S. Coleman - Chief
Financial Officer
investorrelations@thirdpointre.bm
+1 441-542-3333
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SOURCE Third Point Reinsurance Ltd.