In the future, we may issue additional common shares or other equity or debt securities
convertible into common shares in connection with a financing, acquisition, litigation settlement or employee arrangement or otherwise. Any of these issuances could result in substantial dilution to our existing shareholders and could cause the
trading price of our common shares to decline.
If securities analysts or industry analysts downgrade our common shares, publish negative research
or reports or fail to publish reports about our business, our share price and trading volume could decline.
The trading market for
our common shares is influenced by the research and reports that industry or securities analysts publish about us, our business and our market. If one or more analysts adversely changes their recommendation regarding our stock or our
competitors stock, our share price would likely decline. If one or more analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets which in turn could cause our share price or
trading volume to decline.
If the ownership of our common shares continues to be highly concentrated, it could prevent you and other shareholders
from influencing significant corporate decisions.
Third Point Reinsurance Ltd. was incorporated on October 6, 2011. On
December 22, 2011, KIA TP Holdings, L.P. and KEP TP Holdings, L.P., which are affiliates of Kelso & Company (collectively, Kelso) and Pine Brook LVR, L.P., an affiliate of Pine Brook Road Partners, LLC (collectively,
Pine Brook, and Pine Brook and together with Kelso, the Lead Investors and each individually, a Lead Investor), Dowling Capital Partners I, L.P., an affiliate of Dowling Capital Management, LLC (collectively,
Dowling), P RE Opportunities Ltd. (PROL), Third Point LLC, Daniel S. Loeb and affiliates associated with Mr. Loeb (collectively, the Loeb Entities) and our Chief Executive Officer John R. Berger
(collectively, the Founders), together with certain members of management, committed $533.0 million to capitalize Third Point Reinsurance Ltd. As of September 30, 2017, Kelso, the Loeb Entities and the Companys directors
and named executive officers, as defined in the proxy statement, own approximately 22.6%, 8.1% and 9.6% of our issued and outstanding common shares, respectively, on an as converted basis after giving effect to the issuance of vested warrants and
options representing the right to purchase 13,329,918 common shares. As a result, the Lead Investors, Loeb Entities, directors and named executive officers could exercise significant influence over all matters requiring shareholder approval for the
foreseeable future, including approval of significant corporate transactions, which may reduce the market price of our common shares.
The
interests of our existing shareholders may conflict with the interests of our other shareholders. Our Board of Directors has adopted corporate governance guidelines that, among other things, addressed potential conflicts between a directors
interests and our interests. In addition, we have adopted a Code of Business Conduct and Ethics that, among other things, required our employees to avoid actions or relationships that might conflict or appear to conflict with their job
responsibilities or our interests and to disclose their outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to our general counsel. These corporate governance
guidelines and Code of Business Conduct and Ethics will not, by themselves, prohibit transactions with our Founders.
The market price of our common
shares may fluctuate significantly.
The market price of our common shares may fluctuate significantly. Among the factors that
could affect our share price are:
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the market reaction to this offering;
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industry or general market conditions;
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domestic and international economic factors unrelated to our performance;
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