Third Point Reinsurance’s $788 Million Combination with Sirius

Skadden, Arps, Slate, Meagher & Flom LLP advised CMIG International Holding Pte. Ltd., the majority shareholder of Sirius, on the deal. Debevoise & Plimpton LLP and Setterwalls Advokatbyrå Ab acted as Third Point Re’s legal counsel. Sidley Austin LLP and Conyers Dill & Pearman Limited are legal advisors to Sirius Group, with Jenner & Block LLP separately representing the Strategic Review Committee of Sirius Group.

Third Point Reinsurance Ltd. and Sirius International Insurance Group, Ltd. (“Sirius”) have entered into a definitive agreement to combine in a $788 million cash and stock transaction.

The transformational transaction will create a global company with approximately $3.3 billion of tangible capital,1 to be renamed SiriusPoint Ltd. (“SiriusPoint”), that will be ideally positioned to pursue a range of significant expansion opportunities in the insurance and reinsurance market.

This combination joins two highly complementary businesses with a shared strategic vision to create a leading global company providing insurance and reinsurance solutions to clients and brokers located in almost 150 countries. SiriusPoint will be a diversified company with an attractive business profile and a strong balance sheet.

J.P. Morgan Securities LLC is serving as sole financial advisor to Third Point Re; EA Markets LLC is serving as financing advisor. Barclays Capital Inc. is acting as sole financial advisor to Sirius Group. Goldman Sachs is acting as exclusive financial advisor to CMIG International Holding Pte. Ltd.

Third Point Re is a public company listed on the New York Stock Exchange which, through its wholly-owned subsidiaries Third Point Reinsurance Company Ltd. and Third Point Reinsurance (USA) Ltd., writes property and casualty reinsurance business.

Sirius Group, with $2.4 billion of total capital and roots dating back to 1945, is a global multi-line (re)insurer headquartered in Bermuda with a unique global branch network, including offices in Stockholm, New York and London. Sirius Group provides a fully diversified set of tailored risk products to clients in approximately 150 countries, including health and travel products to consumers through its two managing general underwriters, ArmadaCare and International Medical Group. Sirius Group has been publicly traded on Nasdaq since November 2018.

The Skadden team advising CMIG International Holding included M&A and Financial Institutions partners Todd Freed (Picture) and Jon Hlafter and associates Sarah Wolpert and William Leonard. All attorneys are based in New York.

The Sidley team was led by Sean Keyvan and included Jonathan Blackburn, Cameron Stanton, Jeremy Carroll, Jack Yamin, Kyle Bessette, Dan Altman, Matt Johnson and Lindsey Smith.

Setterwalls team included Patrik Olivecrona, Carl-Johan Lundgren, Mattias Wiklund, Niclas Hermansson and Armanda Pereira.

Jenner & Block team was led by Richard Levin and Kevin T. Collins and includes Partners Stephen L. Ascher and Brian S. Scarbrough and Associates Allison N. Douglis and Kristen M. Iglesias.

Involved fees earner: Stephen Ascher – Jenner & Block; Kevin Collins – Jenner & Block; Allison Douglis – Jenner & Block; Kristen Iglesias – Jenner & Block; Richard Levin – Jenner & Block; Brian Scarbrough – Jenner & Block; Niclas Hermansson – Setterwalls; Carl-Johan Lundgren – Setterwalls; Patrik Olivecrona – Setterwalls; Mattias Wiklund – Setterwalls; Daniel Altman – Sidley Austin LLP; Kyle Bessette – Sidley Austin LLP; Jonathan Blackburn – Sidley Austin LLP; Jeremy Carroll – Sidley Austin LLP; Matthew Johnson – Sidley Austin LLP; Sean Keyvan – Sidley Austin LLP; Lindsey Smith – Sidley Austin LLP; Cameron Stanton – Sidley Austin LLP; Jack Yamin – Sidley Austin LLP; Todd Freed – Skadden Arps Slate Meager & Flom; Jon Hlafter – Skadden Arps Slate Meager & Flom; William Leonard – Skadden Arps Slate Meager & Flom; Sarah Wolpert – Skadden Arps Slate Meager & Flom;

Law Firms: Jenner & Block; Setterwalls; Sidley Austin LLP; Skadden Arps Slate Meager & Flom;

Clients: CMIG International; Sirius International Insurance Group; Strategic Review Committee; Third Point Reinsurance Ltd.;

Author: Ambrogio Visconti