Sirius International Insurance Group, Ltd. , a global multi-line insurance and reinsurance group, announced that it has closed the previously announced business combination with Easterly Acquisition Corp. (“Easterly”), pursuant to which a wholly owned subsidiary of Sirius Group merged with and into Easterly, and Easterly became a wholly owned subsidiary of Sirius Group (the “Merger”).
Pursuant to the Merger, shares of Easterly’s common stock were exchanged for Sirius Group’s common shares at a value equal to 1.05x Sirius Group’s adjusted diluted GAAP book value per share as of September 30, 2018 (the “Merger Price”), and public warrants issued by Easterly to acquire shares of Easterly common stock were converted into warrants issued by Sirius Group to acquire Sirius Group common shares. Each share of Easterly common stock was exchanged for 0.609 of a Sirius Group common share. Sirius Group’s common shares will be traded on the Nasdaq Global Select Market under the symbol “SG” beginning on November 6, 2018. Sirius Group has applied to list its public warrants on the OTCQX International market.
In connection with the Merger, affiliated funds of Gallatin Point Capital, The Carlyle Group, Centerbridge Partners, L.P. and Bain Capital Credit purchased $205 million of Series B preference shares and $8 million of common shares of Sirius Group at the Merger Price. These investors received warrants valued at $10 million in the aggregate that are exercisable for a period of five years after the issue date at a strike price equal to 125% of the Merger Price. In addition, employees and “friends and family” of Sirius Group purchased $16 million of Sirius Group common shares at the Merger Price.
Sirius Group also announced that it reconstituted its board of directors as of the closing of the Merger. In addition to its existing independent directors, Meyer (Sandy) Frucher, Vice Chairman of Nasdaq, Inc.; and Robert (Rob) L. Friedman, a private investor and former Chief Investment Officer of the Mutual Series group of funds, Alain Karaoglan, former Chief Operating Officer of Voya Financial, Inc.; Rachelle Keller, a former Managing Director of Citibank, NA; and James (Jim) Rogers, an international investor, author and financial commentator, have joined Sirius Group’s board.
These independent directors will serve alongside Allan L. Waters, Chairman and CEO of Sirius Group; and Feng (Laurence) Liao, CEO of CMIG International Holding Pte. Ltd., Sirius Group’s principal equity holder following the Merger. Effective as of the closing of the Merger, Sirius Group’s board of directors is comprised of a majority of independent directors in accordance with Nasdaq listing standards and each of the audit & risk management, compensation and nominating & governance committees are comprised entirely of independent directors.
“This is a watershed day for Sirius Group” said Allan Waters, Chairman and CEO. “A public listing, increased shareholder diversification led by four globally recognized investment firms, and a strong, independent board will benefit all stakeholders and add fuel to our future growth.”
Sirius Group was represented by Sidley Austin LLP and Easterly was represented by Hogan Lovells US LLP. Citigroup Global Markets Inc. acted as financial advisor to Sirius Group.
About Sirius Group
Sirius Group is a Bermuda-based holding company with (re)insurance operating companies in Bermuda, Stockholm, New York and London. Established in 1945, Sirius Group, utilizing its unique global branch network, provides multi-line insurance and reinsurance in over 140 countries. Sirius Group wrote gross written premiums of $1.4 billion in 2017 utilizing disciplined and professional underwriting, superior risk evaluation and best-in-class pricing technology. Sirius Group’s subsidiaries provide multi-line (re)insurance capacity, including lead capacity for property, accident & health and other exposures. Additional information is available at Sirius Group’s website, located at www.siriusgroup.com.
About Easterly LLC
Easterly LLC is a private asset management holding company that has interests in boutique investment management firms. Easterly’s core expertise is in acting as a principal to grow business platforms. Easterly enhances businesses as a partner through capital formation, corporate development, and strategic implementation activities. Easterly’s principals have a proven track record of delivering outperformance to both public and private investors across a variety of sectors. For more information about Easterly, please visit Easterly’s website at www.easterlycapital.com.
About Easterly Acquisition Corp.
Easterly Acquisition Corp. is a Special Purpose Acquisition Company sponsored by Easterly Acquisition Sponsor, LLC, an affiliate of Easterly LLC, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. Easterly Acquisition Corp. completed its initial public offering in August 2015, raising $200 million in cash proceeds. Easterly Acquisition Corp.’s officers and certain of its directors are affiliated with Easterly LLC. For more information about Easterly Acquisition Corp., please visit its website at www.easterlyacquisition.com.
