SiriusPoint Ltd. (“SiriusPoint” or the “Company”) (NYSE: SPNT)
announced today the results of the pricing of its previously
announced cash tender offer (the “Tender Offer”) for any and all of
its 4.600% Senior Notes due 2026 (the “2026 Notes”).
The Tender Offer and related consent solicitation
(the “Consent Solicitation”) were made pursuant to an Offer to
Purchase and Consent Solicitation Statement, dated March 21, 2024
(as may be amended or supplemented from time to time, the “Offer to
Purchase”).
The table below sets forth the Total Consideration
and summarizes certain pricing terms for the Tender Offer:
Title of Security |
|
CUSIP Number & ISIN (144A / Reg
S) |
|
Principal Amount Outstanding |
|
Reference Treasury
Security(1) |
|
Bloomberg Reference Page |
|
Reference Yield(1) |
|
Fixed Spread (bps) |
|
Early Tender Payment (per
$1,000) |
|
Total Consideration (per
$1,000)(2) |
4.600% Senior Notes due 2026 |
|
82968FAA2 / G8201FAA7 US82968FAA21 / USG8201FAA78 |
|
$400,000,000 |
|
1.875% UST due July 31, 2026 |
|
FIT5 |
|
4.618% |
|
+45 |
|
$50 |
|
$1,000.00 |
_________
(1) Calculated based on the bid-side
price of the Reference Treasury Security as quoted on the Bloomberg
Reference Page at 10:00 a.m., New York City time, on April 4,
2024.
(2) The total consideration offered
per $1,000 principal amount of 2026 Notes validly tendered and
accepted for purchase prior to the Early Expiration Time (as
defined below) pursuant to the Tender Offer (the “Total
Consideration”) was determined by the Dealer Managers (as defined
below) in the manner described in the Offer to Purchase and was
made equal to the greater of (x) the sum of the present value of
the remaining payments of principal and interest on the 2026 Notes
from the settlement date to (but excluding) August 1, 2026 (three
months prior to the maturity date of the 2026 Notes), at a discount
rate equal to the sum of the Fixed Spread plus the Reference Yield
and (y) $1,000.
The Total Consideration includes an early tender
payment of $50 for each $1,000 principal amount of 2026 Notes to
holders who validly tender 2026 Notes and deliver consents by a
deadline of 5:00 p.m., New York City time, on April 4,
2024, unless extended or earlier terminated by SiriusPoint (the
“Early Expiration Time”). The 2026 Notes tendered may be
withdrawn and consents for the Proposed Amendment delivered may be
revoked at any time prior to the Early Expiration Time, but not
thereafter, except as may be required by applicable law. Those who
validly tender 2026 Notes and deliver consents before the Early
Expiration Time will receive the Total Consideration for each
$1,000 principal amount of accepted 2026 Notes. Those who validly
tender 2026 Notes and deliver consents after the Early Expiration
Time will receive the Total Consideration, less $50, for each
$1,000 principal amount of accepted 2026 Notes. In each case,
holders of such accepted 2026 Notes will receive accrued and unpaid
interest to (but excluding) the settlement date. The Tender Offer
expires at 5:00 p.m., New York City time, on April 19, 2024,
unless extended or earlier terminated by SiriusPoint (the “Tender
Offer Expiration”).
SiriusPoint intends to initiate settlement for
Notes validly tendered by the Early Expiration Time on April 5,
2024. SiriusPoint’s obligation to accept for purchase, and to pay
for, 2026 Notes validly tendered and not validly withdrawn pursuant
to the Tender Offer and the Consent Solicitation is conditioned
upon the satisfaction or, when applicable, waiver of certain
conditions, which are more fully described in the Offer to
Purchase, including, among others, a financing condition requiring
the consummation of a notes offering described therein. In
addition, subject to applicable law, SiriusPoint has reserved the
right, in its sole discretion, to (i) extend, terminate or withdraw
the Tender Offer or the Consent Solicitation at any time or (ii)
otherwise amend the Tender Offer or the Consent Solicitation in any
respect at any time and from time to time. SiriusPoint has further
reserved the right, in its sole discretion, not to accept any
tenders of 2026 Notes or deliveries of consents with respect to the
2026 Notes.
BMO Capital Markets Corp., HSBC Securities (USA)
Inc., Jefferies LLC and J.P. Morgan Securities LLC have acted as
dealer managers for the Tender Offer and as solicitation agents for
the Consent Solicitation (the “Dealer Managers”). For questions
regarding the Tender Offer and the Consent Solicitation, the Dealer
Managers can be contacted as follows: BMO Capital Markets Corp. at
(833) 418-0762, HSBC Securities (USA) Inc. at (888) 472-2456,
Jefferies LLC at (877) 877-0696 and J.P. Morgan Securities LLC at
(866) 834-4666.
Copies of the Offer to Purchase have been made
available to holders of 2026 Notes from D.F. King & Co., Inc.,
the information agent and the tender agent for the Tender Offer and
the Consent Solicitation. Requests for copies of the Offer to
Purchase should be directed to D.F. King & Co., Inc. toll-free
at (866) 388-7535 or SPNT@dfking.com.
Cautionary Note Regarding
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are subject to known
and unknown risks and uncertainties, many of which may be beyond
the Company’s control. The Company cautions you that the
forward-looking information presented in this press release is not
a guarantee of future events, and that actual events may differ
materially from those made in or suggested by the forward-looking
information contained in this press release. In addition,
forward-looking statements generally can be identified by the use
of forward-looking terminology such as “believes,” “intends,”
“seeks,” “anticipates,” “aims,” “plans,” “targets,” “estimates,”
“expects,” “assumes,” “continues,” “should,” “could,” “will,” “may”
and the negative of these or similar terms and phrases. Actual
events, results and outcomes may differ materially from the
Company’s expectations due to a variety of known and unknown risks,
uncertainties and other factors. Among the risks and uncertainties
that could cause actual results to differ from those described in
the forward-looking statements are the following: the Company’s
ability to execute on its strategic transformation, including
re-underwriting to reduce volatility and improving underwriting
performance, de-risking the Company’s investment portfolio, and
transforming the Company’s business; the impact of unpredictable
catastrophic events including uncertainties with respect to current
and future COVID-19 losses across many classes of insurance
business and the amount of insurance losses that may ultimately be
ceded to the reinsurance market, supply chain issues, labor
shortages and related increased costs, changing interest rates and
equity market volatility; inadequacy of loss and loss adjustment
expense reserves, the lack of available capital, and periods
characterized by excess underwriting capacity and unfavorable
premium rates; the performance of financial markets, impact of
inflation and interest rates, and foreign currency fluctuations;
the Company’s ability to compete successfully in the insurance and
reinsurance market and the effect of consolidation in the insurance
and reinsurance industry; technology breaches or failures,
including those resulting from a malicious cyber-attack on the
Company, the Company’s business partners or service providers; the
effects of global climate change, including increased severity and
frequency of weather-related natural disasters and catastrophes and
increased coastal flooding in many geographic areas; geopolitical
uncertainty, including the ongoing conflicts in Europe and the
Middle East; the Company’s ability to retain key senior management
and key employees; a downgrade or withdrawal of the Company’s
financial ratings; fluctuations in the Company’s results of
operations; legal restrictions on certain of SiriusPoint’s
insurance and reinsurance subsidiaries’ ability to pay dividends
and other distributions to SiriusPoint; the outcome of legal and
regulatory proceedings and regulatory constraints on the Company’s
business; reduced returns or losses in SiriusPoint’s investment
portfolio; the Company’s exposure or potential exposure to
corporate income tax in Bermuda and the E.U., U.S. federal income
and withholding taxes and the Company’s significant deferred tax
assets, which could become devalued if the Company does not
generate future taxable income or applicable corporate tax rates
are reduced; risks associated with delegating authority to third
party managing general agents; future strategic transactions such
as acquisitions, dispositions, investments, mergers or joint
ventures; SiriusPoint’s response to any acquisition proposal that
may be received from any party, including any actions that may be
considered by the Company’s Board of Directors or any committee
thereof; and other risks and factors listed under “Risk Factors” in
the Company’s most recent Annual Report on Form 10-K and other
subsequent periodic reports filed with the Securities and Exchange
Commission. All forward-looking statements speak only as of the
date made and the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
About the Company
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, the Company is listed on the New
York Stock Exchange (SPNT). SiriusPoint has licenses to write
Property & Casualty and Accident & Health insurance and
reinsurance globally. SiriusPoint’s offering and distribution
capabilities are strengthened by a portfolio of strategic
partnerships with Managing General Agents and Program
Administrators within the Company’s Insurance & Services
segment.
SiriusPoint Contacts
Investor RelationsDhruv
Gahlaut, Head of Investor Relations and Chief Strategy
OfficerDhruv.gahlaut@siriuspt.com+44 7514 659 918
MediaSarah Hills,
Rein4ceSarah.hills@rein4ce.co.uk+ 44 7718882011
SiriusPoint (NYSE:SPNT)
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