UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
June 30, 2021 (
(Exact name of registrant as specified in its charter)
|
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Emerging growth company
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Item 8.01 Other Events
On June 28, 2021, SiriusPoint Ltd. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Bain Capital Special Situations Asia, L.P. (“Bain”), CCOF Onshore Co-Borrower LLC (“Carlyle”), Centerbridge Credit Partners Master, L.P. and Centerbridge Special Credit Partners III, L.P. (“Centerbridge”), and GPC Partners Investments (Canis) LP (together with Bain, Carlyle and Centerbridge, the “Selling Shareholders”) and Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters (the “Underwriters”) set forth on Schedule 3 thereto, pursuant to which the Selling Shareholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Shareholders, subject to and upon terms and conditions set forth therein, 5,000,000 8.00% Resettable Fixed Rate Preference Shares, Series B, $0.10 par value per share, liquidation preference $25.00 per share (the “Series B Preference Shares”), of the Company (the “Offering”). The Underwriters have the option to purchase an additional 750,000 Series B Preference Shares from the Selling Shareholders for 30 days after the Offering.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
A copy of the opinion of Conyers Dill & Pearman Limited as to the validity of the Series B Preference Shares is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
| 1.1 | Underwriting Agreement, dated June 28, 2021, by and among SiriusPoint Ltd., the selling shareholders named therein and Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC. | |
| 5.1 | Opinion of Conyers Dill & Pearman Limited as to the validity of the Series B Preference Shares. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 30, 2021 | SiriusPoint Ltd. | |
| By: | /s/ David W. Junius | |
| Name: | David W. Junius | |
| Title: | Chief Financial Officer | |