Sirius enters into equity subscription
agreements in advance of business combination
On August 30, 2018, Sirius International Insurance Group, Ltd.
(“Sirius Group”), a global multi-line insurance and reinsurance
group, and Easterly Acquisition Corp. (“Easterly”) (Nasdaq: EACQ)
announced that they have executed an amendment to the agreement and
plan of merger (the “Merger Agreement”) for the previously
announced business combination of Sirius Group with Easterly,
pursuant to which Easterly will merge with and become a
wholly-owned subsidiary of Sirius Group (the “Merger”) and Sirius
Group will become a publicly listed company.
The amendment, among other things, modifies the date on which
the exchange ratio, used to calculate the number of Sirius Group
common shares to be issued in the Merger, is determined. Pursuant
to the terms of the Merger Agreement, as amended, Easterly’s common
stock will be exchanged for Sirius Group’s common shares at a value
equal to 1.05x Sirius Group’s diluted GAAP book value per share as
of September 30, 2018 (the “Merger Price”), instead of as of June
30, 2018.
Sirius Group has also entered into subscription agreements with
affiliated funds of Gallatin Point Capital, The Carlyle Group,
Centerbridge Partners, L.P. and Bain Capital Credit (the
“investors”) pursuant to which the investors have committed to
purchase $213 million of Series B preference shares and common
shares in a private placement, which amount may be decreased to
$111 million at Sirius Group’s option. In addition, the investors
will receive warrants that are exercisable for a period of five
years after the issue date at a strike price equal to 125% of the
Merger Price.
The closing of the private placement is subject to the closing
of the Merger, as well as other customary conditions. Proceeds from
the private placement will be used by Sirius Group to redeem all
outstanding Series A preference shares, and the remainder for
general corporate purposes.
The Merger has been unanimously approved by the boards of
directors of Sirius Group and Easterly and is expected to close at
the end of the third or beginning of the fourth quarter of 2018.
Completion of the Merger is subject to the satisfaction of certain
conditions including, but not limited to, approval of the
transaction by Easterly’s stockholders, but is not subject to any
insurance regulatory approvals or a minimum cash condition.
About Sirius Group
Sirius Group is a Bermuda-based holding company with 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
including lead capacity for property, accident & health and
other exposures. Sirius Group maintains a disciplined and
professional underwriting approach, superior risk evaluation, and
best-in class pricing technology. Sirius Group wrote gross written
premiums of $1.4 billion in 2017.
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.
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.
Additional Information about the Transaction and Where to
Find It
This communication relates to a proposed business combination
(the “Proposed Transaction”) between Easterly and Sirius Group and
may be deemed to be solicitation material in respect of the
Proposed Transaction. Easterly will file with the SEC a report on
Form 8-K which will include the amendment to the Merger Agreement
as an exhibit thereto [and the private placement documentation
between Sirius Group and the investors]. Easterly previously filed
with the SEC a report on Form 8-K regarding the Proposed
Transaction contemplated by the Merger Agreement, which included
the Merger Agreement as an exhibit thereto. All parties desiring
details regarding the Proposed Transaction, including the Merger,
are urged to review these documents, which are or will be available
at the SEC’s website (http://www.sec.gov).
The Proposed Transaction will be submitted to the stockholders
of Easterly for their approval. In connection with the Proposed
Transaction, Sirius Group has filed with the SEC a Registration
Statement on Form S-4 that included a proxy statement of Easterly
and a prospectus of Sirius. Sirius Group will post on its website
more information regarding the private placement documentation
between Sirius Group and the investors. This communication is not a
substitute for the Registration Statement on Form S-4 or any other
documents that Sirius Group or Easterly may file with the SEC or
that Easterly may send to its stockholders in connection with the
Proposed Transaction. After the Registration Statement on Form S-4
is declared effective, Easterly will mail a definitive proxy
statement/prospectus to its stockholders in connection with
Easterly’s solicitation of proxies for the special meeting of
Easterly stockholders to be held to approve the business
combination and related transactions. This press release does not
contain all the information that should be considered concerning
the Proposed Transaction, including relevant risk factors that will
be included in the preliminary proxy statement/prospectus. It is
not intended to provide the basis for any investment decision or
any other decision in respect to the Proposed Transaction. Easterly
stockholders and other interested persons are advised to read the
preliminary proxy statement/prospectus, the amendments thereto, and
the definitive proxy statement/prospectus (including any documents
incorporated by reference therein), as these materials will contain
important information about Sirius Group, Easterly and the Proposed
Transaction. Investors and stockholders can obtain free copies of
the preliminary proxy statement/prospectus and other documents filed
with the SEC by Easterly through the web site maintained by the SEC
at www.sec.gov. In addition, investors and stockholders can obtain
free copies of the preliminary proxy statement once it is available
from Easterly by accessing Easterly’s website at
www.easterlyacquisition.com.
Forward-Looking Statements
This communication contains “forward-looking statements,”
including statements relating to the expected closing of the Merger
and the private placement. Forward-looking statements are typically
identified by words such as “plan,” “believe,” “expect,”
“anticipate,” “intend,” “outlook,” “estimate,” “forecast,”
“project,” “continue,” “could,” “may,” “might,” “possible,”
“potential,” “predict,” “should,” “would"” and other similar words
and expressions, but the absence of these words does not mean that
a statement is not forward-looking. The forward-looking statements
are based on the current expectations of the management of Sirius
Group and Easterly, as applicable, and are inherently subject to
uncertainties and changes in circumstance and their potential
effects and speak only as of the date of such statement. There can
be no assurance that future developments will be those that have
been anticipated. These forward-looking statements involve a number
of risks, uncertainties or other assumptions that may cause actual
results or performance to be materially different from those
expressed or implied by these forward-looking statements.
For Sirius Group, these risks and uncertainties include, but are
not limited to, Sirius Group’s exposure to unpredictable
catastrophic and casualty events and unexpected accumulations of
attritional losses; increased competition from existing insurers
and reinsurers and from alternative capital providers, such as
insurance-linked funds and collateralized special purpose insurers;
decreased demand for Sirius Group’s insurance or reinsurance
products; consolidation and cyclical changes in the insurance and
reinsurance industry; the inherent uncertainty of estimating loss
and loss adjustment expenses reserves, including asbestos and
environmental reserves, and the possibility that such reserves may
be inadequate to cover Sirius Group’s ultimate liability for
losses; a decline in Sirius Group’s operating subsidiaries’ ratings
with rating agencies; the limited liquidity and trading of Sirius
Group’s securities following the Merger; the ability to recognize
the anticipated benefits of the Merger; and costs related to the
Merger and Sirius Group’s status as a publicly traded company. For
Easterly, these risks and uncertainties include, but are not
limited to, the successful combination of Easterly with Sirius
Group’s business; amount of redemptions; the ability to retain key
personnel; and the ability to achieve stockholder and regulatory
approvals and to successfully close the transaction.
Should one or more of these risks or uncertainties materialize,
or should any of the assumptions made by the management of Sirius
Group and Easterly prove incorrect, actual results may vary in
material respects from those projected in these forward-looking
statements. Additional information on these and other factors that
may cause actual results and performance to differ materially is
included in Easterly’s periodic reports filed with the SEC,
including but not limited to Easterly’s Form 10-K for the year
ended December 31, 2017 and subsequent Forms 10-Q, and in Sirius
Group’s Registration Statement on Form S-4 filed with the SEC.
Copies may be obtained by contacting Easterly or Sirius Group, as
appropriate, or by visiting www.sec.gov. Except to the extent
required by applicable law or regulation, Sirius Group and Easterly
undertake no obligation to update these forward-looking statements
to reflect events or circumstances after the date of the proxy
statement/prospectus or to reflect the occurrence of unanticipated
events.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to sell or purchase, nor the solicitation of an
offer to buy or sell any securities, nor is it a solicitation of
any vote, consent, or approval in any jurisdiction pursuant to or
in connection with the Proposed Transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
Participants in Solicitation
Easterly and Sirius Group, and their respective directors and
executive officers, may be deemed participants in the solicitation
of proxies of Easterly stockholders in respect of the Proposed
Transaction. Information about the directors and executive officers
of Easterly is set forth in Easterly’s Annual Report on Form 10-K
for the year ended December 31, 2017. Information about the
directors and executive officers of Sirius Group and more detailed
information regarding the identity of all potential participants,
and their direct and indirect interests, by security holdings or
otherwise, are set forth in Easterly’s preliminary proxy
statement/prospectus. Investors may obtain additional information
about the interests of such participants by reading such
preliminary proxy statement/prospectus.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180830005428/en/
Sirius GroupSirius International Insurance Group,
Ltd.Michael A. Papamichael, 212-312-0219Michael.papamichael@siriusgroup.comorEasterlyEasterly
Acquisition Corp.Investor Relations,
646-712-8300ir@easterlyacquisition.com
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