Explanation of Responses: |
(1) | On April 1, 2021, it was resolved that each of U.N. Holdings (Cayman), Ltd. ("UNH I") and U.N. Holdings (Cayman) II, Ltd. "(UNH II") be liquidated and all assets held by each of UNH I and UNH II be distributed to their respective shareholders in accordance with their respective Articles of Association, followed by the liquidation of, and distribution of all assets held by, the minority shareholders of UNH I and UNH II (collectively, the "Distributions"). Prior to the Distributions, UNH I and UNH II collectively held 4,010,508 Global Indemnity Group, LLC ("Issuer") Common Shares (as defined below). Following the Distributions 3,806,896 Common Shares will continue to be held by direct shareholders of UNH I and UNH II or their affiliates, and 203,612 Common Shares will be distributed to persons in which Mr. Fox has no beneficial interest, as further described below. (continued in footnote 2) |
(2) | Mr. Fox previously disclaimed beneficial ownership of the Common Shares that will be distributed to persons in which Mr. Fox has no beneficial ownership interest. In anticipation of the Distributions, on April 5, 2021 (i) UNH I converted 93,080 Issuer Class B Common Shares ("B Common Shares") into Issuer Class A Common Shares ("A Common Shares" and, together with B Common Shares, "Common Shares") and (ii) UNH II converted 93,080 B Common Shares into A Common Shares (collectively, the "Conversions"). In connection with the Distributions, it is expected that each of UNH I and UNH II will distribute all Common Shares held by it to its shareholders within 30 days, including the following distributions: (i) all 203,612 A Common Shares owned by UNH I and UNH II (after giving effect to the Conversions) will be distributed to persons in which Mr. Fox has no beneficial ownership interest, (continued in footnote 3) |
(3) | (ii) 32,673 B Common Shares previously owned by UNH I and UNH II will be distributed to Fox Mercury Investments, L.P. in respect of a portion of its indirect equity interest in UNH I and UNH II, (iii) 66,438 B Common Shares previously owned by UNH I and UNH II will be distributed to FP International LPH, L.P. in respect of a portion of its indirect equity interest in UNH I and UNH II and (iv) 3,707,785 B Common Shares previously owned by UNH I and UNH II will be distributed to Fox Paine Capital Fund II International, L.P. ("Fund II") in respect of its equity interest in UNH I and UNH II. Fund II has no current intention to liquidate or to further distribute the Common Shares that will be received by Fund II in the Distributions. As a result of the Distributions, Mr. Fox's beneficial ownership of Common Shares (excluding shares over which Mr. Fox disclaimed beneficial ownership) will not change. |
(4) | Common Shares owned by UNH I. A majority of the outstanding share capital of UNH I is held by Fund II. The sole general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH L.P. is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Common Shares owned by UNH I. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein. In connection with the Distributions, it is expected that all Common Shares owned by UNH I will be distributed within 30 days as described above. |
(5) | Common Shares owned by UNH II. A majority of the outstanding share capital of UNH II is held by Fund II. The sole general partner of Fund II is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by UNH II. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein. In connection with the Distributions, it is expected that all Common Shares owned by UNH II will be distributed within 30 days as described above. |
(6) | Includes 1,000,419 A Common Shares held by Mercury Assets Delaware LLC and Common Shares owned indirectly by Mercury Assets Delaware LLC through its limited partnership interest in Fox Mercury Investments, L.P., which holds 979,050 A Common Shares and 140,266 B Common Shares. In connection with the Distributions, Fox Mercury Investments, L.P. will receive 32,673 B Common Shares held, collectively, by UNH I and UNH II, in respect of a portion of Fox Mercury Investments, L.P.'s indirect ownership interests in UNH I and UNH II. The sole member of Mercury Assets Delaware LLC is Benjerome Trust. Mr. Fox is the sole trustee of the Benjerome Trust. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein. |
(7) | Common Shares owned indirectly by Fox Paine Global, Inc. through its indirect limited partnership interest in Fox Mercury Investments, L.P., which, holds 979,050 A Common Shares and 140,266 B Common Shares. In connection with the Distributions, Fox Mercury Investments, L.P. will receive 32,673 B Common Shares held, collectively, by UNH I and UNH II, in respect of a portion of Fox Mercury Investments, L.P.'s indirect ownership interests in UNH I and UNH II. Mr. Fox is a director of Fox Paine Global, Inc. Mr. Fox disclaims beneficial ownership of these securities except to the extend of his indirect pecuniary interest therein. |
(8) | Each B Common Share is convertible into one A Common Share. |
(9) | Common Shares owned by Fox Paine Capital Co-Investors International GP, Ltd. The sole shareholder of Fox Paine Capital Co-Investors International GP, Ltd is FP International LPH, L.P. The sole general partner of FP International LPH, L.P. is GPLTD. As a result, GPLTD may be deemed to control the Common Shares owned by Fox Paine Capital Co-Investors International GP, Ltd. Fox Mercury Investments, L.P. is a minority shareholder of GPLTD. Mr. Fox disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein. |