Sirius International Insurance Group $2.2 Billion Merger with Easterly Acquisition Corp.

Sirius Group is being represented by Sidley Austin LLP and Easterly is being represented by Hogan Lovells US LLP.

Sirius International Insurance Group, Ltd., a global multi-line insurance and reinsurance group, and Easterly Acquisition Corp. have executed a definitive agreement and plan of merger for a proposed business combination that would result in Sirius becoming a publicly listed company. Under the terms of the Merger Agreement, Easterly would merge with a subsidiary of Sirius Group and become a wholly owned subsidiary of Sirius Group. Upon the closing of the Merger, Easterly’s common stock would be exchanged for Sirius Group’s common shares at a price of 1.05x Sirius Group’s pro forma diluted GAAP book value per share as of June 30, 2018. Following the Merger, Sirius Group’s common stock will be traded on the NASDAQ.

Assuming no redemptions by Easterly stockholders, the proposed all-stock transaction is expected to yield a combined entity with a pro forma market capitalization of approximately $2.2 billion at closing, with current Easterly stockholders owning approximately 7% of the combined company immediately following the Merger. Pursuant to the Merger Agreement, Sirius intends to execute a private placement of common shares and request Easterly to commence a tender offer to purchase Easterly’s public warrants on terms to be mutually agreed upon between Sirius and Easterly.

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. Sirius Group is a Bermuda-based holding company with operating companies in Bermuda, Stockholm, New York and London.

Sidley is advising Sirius International Insurance Group with a team including

Insurance M&A practice head Sean Keyvan (Picture)) leads the Sidley team, which includes M&A partner Brian Fahrney (Chicago), capital markets partner Lindsey Smith (Chicago), tax partner Dan Altman (New York) and M&A associate Brendan Bowes (Chicago).

 

Involved fees earner: Sean Keyvan – Sidley Austin LLP; Brian Fahrney – Sidley Austin LLP; Lindsey Smith – Sidley Austin LLP; Brendan Bowes – Sidley Austin LLP; Daniel Altman – Sidley Austin LLP;

Law Firms: Sidley Austin LLP;

Clients: Sirius International Insurance Group;