ITEM 1. |
SECURITY AND ISSUER |
This Schedule 13D relates to the Common Shares, par value $0.0002 per share (the Common Shares), of James River Group Holdings, Ltd. (the
Issuer or the Company). The address of the principal executive offices of the Issuer is Wellesley House, 2nd Floor, 90 Pitts Bay Road, Pembroke, HM08 Bermuda.
ITEM 2. |
IDENTITY AND BACKGROUND |
This Schedule 13D is being filed by the following persons (each a Reporting Person):
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i. |
GPC Partners Investments (Thames) LP, a Cayman Islands limited partnership (GPC Thames);
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ii. |
GPC Partners II GP LLC, a Delaware limited liability company (GPC II GP);
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iii. |
Gallatin Point Capital LLC, a Delaware limited liability company (Gallatin Point);
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iv. |
Matthew B. Botein, a citizen of the United States of America; and |
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v. |
Lewis A. (Lee) Sachs, a citizen of the United States of America. |
Gallatin Point is the managing member of GPC II GP, which, in turn, is the general partner of GPC Thames. Matthew B. Botein and Lewis A. (Lee) Sachs jointly
control Gallatin Point through multiple intermediate entities, and may be deemed to share voting and investment discretion with respect to the securities held directly by GPC Thames.
GPC Thames is indirectly beneficially owned by funds affiliated with Gallatin Point (the Gallatin Point Funds). The Gallatin Point Funds
have ownership interests in GPC Thames, but none of the Gallatin Point Funds has voting or dispositive power over any shares held by GPC Thames.
The
address of the principal business office of the Reporting Persons is 660 Steamboat Road, Greenwich, CT 06830.
During the last five years, none of the
Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of
the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The information set forth in Item 4 hereof is incorporated by reference in its entirety into this Item 3.
ITEM 4. |
PURPOSE OF TRANSACTION |
Investment Agreement and Certificate of Designations
On February 24, 2022, the Company entered into an Investment Agreement (the Investment Agreement) with GPC Thames relating to the
issuance and sale of 150,000 of the Companys Series A Preferred Shares, for an aggregate purchase price of $150 million, or $1,000 per share, in a private placement (the Issuance). The closing of the transaction (the
Closing) occurred on March 1, 2022 (the Closing Date).
Designation of Series A Preferred Shares;
Liquidation
The Series A Preferred Shares rank senior to the Companys Common Shares, with respect to dividend rights and rights on the
distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series A Preferred Shares have a liquidation preference of $1,000 per share (the Liquidation
Preference). Upon any liquidation, dissolution or winding up of the affairs of the Company, the holders of Series A Preferred Shares will receive the greater of the Liquidation Preference plus accrued and unpaid dividends (Accrued
Dividends), or the amount they would have received if they had converted all of their Series A Preferred Shares to Common Shares immediately before such liquidation, dissolution or winding up.