SPNT-B SiriusPoint Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): August 9, 2023 (August 9, 2023)

 

SIRIUSPOINT LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda		001-36052		98-1599372
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Point Building

3 Waterloo Lane

Pembroke HM 08 Bermuda

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: +1 441 542-3300

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Shares, $0.10 par value	SPNT	New York Stock Exchange
8.00% Resettable Fixed Rate Preference Shares, Series B, $0.10 par value, $25.00 liquidation preference per share	SPNT PB	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 8.01

Other Events.

 

On August 9, 2023, SiriusPoint Ltd. (the “Company”) entered into a standstill agreement (the “Standstill Agreement”) with Mr. Daniel S. Loeb (the “Investor”).

 

The Standstill Agreement provides, among other things, that the Investor will not (subject to certain exceptions), alone or as part of a group, (i) publicly or privately make a proposal for (or in the case of any tender offer or exchange offer, commence) any tender offer, take-over bid, amalgamation, scheme of arrangement, merger, exchange offer, consolidation, business combination, purchase transaction or other similar extraordinary transaction involving the Company or any of its material subsidiaries or any of their respective securities or material assets, (ii) acquire any additional common shares or other securities of the Company if such acquisition would require the Investor to seek insurance regulatory approval or result in the Investor and his controlled affiliates beneficially owning more than 9.5% of the issued and outstanding common shares of the Company, (iii) knowingly take any action in support of or make any proposal with respect to controlling, changing or influencing the Company’s management, business, capitalization or corporate structure, or (iv) solicit or become a participant in any solicitation of proxies or written consents from shareholders of the Company. The restrictions applicable to the Investor pursuant to the Standstill Agreement will expire on July 1, 2025, subject to earlier expiration in the event the Company determines not to include the Investor on the Company’s slate of nominees for election to the board of directors of the Company at the Company’s 2024 annual general meeting of shareholders.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description

99.1		Press Release, dated as of August 9, 2023, issued by SiriusPoint Ltd.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 9, 2023	/s/ Linda Lin
	Name:	Linda Lin
	Title:	Chief Legal Officer and Corporate Secretary

 

 

Exhibit 99.1

 

  

SiriusPoint and Dan Loeb Enter Standstill Agreement

 

HAMILTON, Bermuda. Wednesday 9^th August, 2023 – SiriusPoint Ltd. (“SiriusPoint” or the “Company”) (NYSE: SPNT), a global specialty insurer and reinsurer, has entered into a standstill agreement (the “Agreement”) with Mr Daniel S. Loeb. The entry by the parties into the Agreement follows the conclusion of exploratory discussions related to a potential acquisition of the Company by Mr Loeb.

 

The Agreement provides that Mr Loeb will not, subject to certain limited exceptions, make a take-over or purchase proposal for the Company or acquire more than 9.5% of the outstanding shares of the Company or an amount of ownership requiring regulatory approval. Further, the Agreement provides that Mr Loeb would not take any action in support of or make any proposal with respect to controlling, changing or influencing the Company’s management, business, capitalization or corporate structure.

 

SiriusPoint CEO Scott Egan said: “We welcome the standstill agreement as a strong signal of support for the progress we are making towards creating long term value in our business and for our shareholders. Our recent half year results were an important evidence point of our strategy and our progress so far, and we are focused on building on that momentum. I would like to take this opportunity to thank our employees, business partners, and customers for their continued support.”

 

About SiriusPoint

 

SiriusPoint is a global underwriter of insurance and reinsurance providing solutions to clients and brokers around the world. Bermuda-headquartered with offices in New York, London, Stockholm, and other locations, we are listed on the New York Stock Exchange (SPNT). We have licenses to write Property & Casualty and Accident & Health insurance and reinsurance globally. Our offering and distribution capabilities are strengthened by a portfolio of strategic partnerships with Managing General Agents and Program Managers within our Insurance & Services segment. With over $3.0 billion total capital, SiriusPoint’s operating companies have a financial strength rating of A- (Excellent) from AM Best, S&P and Fitch. For more information, please visit www.siriuspt.com.

 

Forward-Looking Statements

 

We make statements in this press release that are forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. Federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. These risks and uncertainties include, but are not limited to, the impact of general economic conditions and conditions affecting the insurance and reinsurance industry; the adequacy of our reserves; fluctuation in the results of operations; pandemic or other catastrophic event, such as the ongoing COVID-19 outbreak; uncertainty of success in investing in early-stage companies, such as the risk of loss of an initial investment, highly variable returns on investments, delay in receiving return on investment and difficulty in liquidating the investment; the costs, expense and difficulties of the integration of the operations of Third Point Reinsurance Ltd. and Sirius International Insurance Group, Ltd.; our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market and investment income fluctuations; trends in insured and paid losses; regulatory and legal uncertainties; and other risk factors described in SiriusPoint’s Annual Report on Form 10-K for the period ended December 31, 2022.   Except as required by applicable law or regulation, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events, or other circumstances after the date of this press release.

 

 

 

 

Contacts

 

Investor Relations

Dhruv Gahlaut, SiriusPoint

dhruv.gahlaut@siriuspt.com

+44 7514 659 918

 

Media

Sarah Hills, Rein4ce
sarah.hills@rein4ce.co.uk
+44 7718882011

 

 

v3.23.2

Cover	Aug. 09, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 09, 2023
Entity File Number	001-36052
Entity Registrant Name	SIRIUSPOINT LTD.
Entity Central Index Key	0001576018
Entity Tax Identification Number	98-1599372
Entity Incorporation, State or Country Code	D0
Entity Address, Address Line One	Point Building
Entity Address, Address Line Two	3 Waterloo Lane
Entity Address, City or Town	Pembroke
Entity Address, Country	BM
Entity Address, Postal Zip Code	HM 08
City Area Code	441
Local Phone Number	542-3300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Shares, $0.10 par value
Trading Symbol	SPNT
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	8.00% Resettable Fixed Rate Preference Shares, Series B, $0.10 par value, $25.00 liquidation preference per share
Trading Symbol	SPNT PB
Security Exchange Name	NYSE

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