Sirius enters into equity subscription agreements in
advance of business combination
HAMILTON, Bermuda and
NEW YORK, Aug. 30, 2018 /PRNewswire/ -- 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 original content with
multimedia:http://www.prnewswire.com/news-releases/sirius-international-insurance-group-ltd-and-easterly-acquisition-corp-amend-merger-agreement-300704751.html
SOURCE Sirius International Insurance Group, Ltd.
