Third Point Reinsurance Ltd. (NYSE:TPRE) entered into a definitive agreement to acquire Sirius International Insurance Group, Ltd. (NasdaqGS:SG) from Centerbridge Partners, L.P., The Carlyle Group Inc. (NasdaqGS:CG), CM Bermuda Limited and other shareholders for approximately $800 million on August 6, 2020. Sirius Group shareholders will have the ability to elect one of three options as consideration for each of their shares, $9.50 in cash per share or 0.743 of a Third Point Re share and a two-year Contingent Value Right (CVR) which, taken together, guarantee that on the second anniversary of the closing date, the electing shareholders will have received equity and cash of at least $13.73 per share or, an aggregate of $0.905 in cash, a fraction of a Third Point common share, a fraction of a Series A Preference Share of Third Point, 0.190 of a 5-year warrant issued by Third Point and $0.905 aggregate principal amount of an upside share instrument issued by Third Point. CM Bermuda, Sirius Group's majority shareholder, has agreed to select the third option and will receive $100 million in cash and approximately 58 million Third Point shares in addition to Series A Preference Shares, warrants, and other securities. CM Bermuda has also agreed to a 9.9% voting cap and standstill limitations that will eliminate for any historical SiriusPoint stakeholder concerns relating to Sirius Group's governance and access to capital markets. Third Point Re will finance the transaction through a combination of cash-on-hand; Third Point Re equity issued to Sirius Group shareholders; Third Point Re equity issued to Daniel S. Loeb, CEO and Chief Investment Officer of Third Point LLC, and currently Third Point Re's largest individual shareholder, pursuant to an agreement to purchase approximately $50 million worth of SiriusPoint shares at closing; and if necessary, other debt or equity financing. The cash consideration will be partially financed from approximately $130 million bridge loan commitment. Concurrently with the execution of the agreement, Third Point Reinsurance has delivered to Sirius International Insurance Group a true and correct copy of a fully executed debt commitment letter providing the terms and conditions upon which JPMorgan Chase Bank, N.A. have committed to provide the full amount of debt financing. The new company will be renamed SiriusPoint Ltd. Under the terms of the merger agreement, the Sirius International Insurance will pay TPRE a termination fee of $50 million and TPRE will pay Sirius International Insurance a termination fee of $40 million if the Merger Agreement is terminated by the Sirius International or $50 million if the Merger Agreement is terminated by Sirius International following a change by the TPRE board of directors of its recommendation to TPRE's shareholders in favor of the TPRE share issuance.

Third Point newly named non-executive Chairman of the Board, Siddhartha Sankaran, will lead SiriusPoint as Chairman and Chief Executive Officer post-closing. Third Point current Chief Executive Officer, Dan Malloy, will remain a senior underwriting executive of SiriusPoint following the closing. Kip Oberting, Sirius Group's President and Chief Executive Officer, will be stepping down from his role at the transaction close. The SiriusPoint Board of Directors will comprise the current Third Point's Board at the time of closing, with the addition of two new Board members: Rachelle Keller from Sirius Group and Peter W. H. Tan from CM Bermuda Limited, Sirius Group's current majority shareholder, and an affiliate of CMIG International Holding Pte. Ltd. In addition, Third Point Re's former Lead Independent Director, Steven Fass, will join the company as Vice Chairman. Effective as of October 1, 2020, David Junius will be appointed as Chief Operating Officer of Third Point Reinsurance Ltd. Upon the closing of the merger, Junius will be appointed as Chief Financial Officer of Third Point Reinsurance Ltd, to be renamed SiriusPoint Ltd. following the merger. Christopher S. Coleman, the current Chief Financial Officer of Third Point Reinsurance Ltd, will continue in his role through the closing of the merger. Janice R. Weidenborner Executive Vice President, Group General Counsel and Secretary of TPRE will no longer serve as the chief legal officer and will continue to serve in a senior role in the Company's legal function, as well as continue to perform other of her duties, including serving as the Company's head of human resources, on a full-time basis.

The transaction is subject to approval by shareholders of both companies and customary regulatory approvals including governmental approvals and the applicable waiting periods, under the HSR Act shall have expired or been terminated, Third Point Reinsurance shares issuable in connection with the merger shall have been approved for listing on the NYSE, subject to official notice of issuance, the Registration Statement shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened and each of the Investment Management Agreement, the Investor Rights Agreement, the Registration Rights Agreement, the CVR Agreement, the Parent Warrant Agreement and the Parent Certificate of Designation shall have been duly executed by each of the parties thereto and shall be in full force and effect. Sirius Group's majority shareholder, CM Bermuda Limited, and its parent company, CMIG International Holding Pte. Ltd., have already entered into a binding agreement to vote in favor of the merger transaction, as has Daniel S. Loeb, as Third Point's largest individual shareholder. Both parties have agreed to a customary lock-up of their shares following the closing. The agreement has been unanimously approved by both companies' Boards of Directors. As on September 25, 2020, Third Point Reinsurance Ltd terminated the previously disclosed debt commitment letter with JPMorgan Chase Bank, N.A. Third Point Reinsurance Ltd terminated the debt commitment letter because, in light of the company's agreement with the Sirius Series B preference shareholders, funds committed by JPMorgan to be provided under the Bridge Facility are no longer anticipated to be necessary to consummate the Merger. As of September 30, 2020, Federal Trade Commission has provided early termination of the waiting period under the Hart-Scott-Rodino for the transaction. Third Point Re shareholders' meeting will be held on November 22, 2020 and Sirius International Insurance shareholders' special meeting will be held on November 23, 2020. As of February 23, 2021, Third Point Reinsurance received all required regulatory approvals. The transaction is expected to be completed during the first quarter of 2021. The transaction is expected to be accretive to earnings per share and return on equity in year one following the close.

J.P. Morgan Securities LLC is serving as sole financial advisor to Third Point, EA Markets LLC is serving as financing advisor. Nicholas F. Potter, Andrew Bab, Jeffrey Cunard, Peter Furci, Susan Gittes, Eric Juergens, Henry Lebowitz, Jon Lewis, Daniel Priest, Sunil Savkar, Steven Slutzky, Kyra Bromley, Alison Buckley-Serfass, Robert Fettman, Andrew Jamieson, Ben Lyon, Zahra Sowder and Clare Swirski of Debevoise & Plimpton LLP acted as legal advisors to Third Point. Gary Antenberg of Barclays Capital Inc. is acting as sole financial advisor to Sirius Group. Sean M. Keyvan, Dan Altman, Matt Johnson, Lindsey Smith and Jonathan A. Blackburn of Sidley Austin LLP and Christopher Garrod and Jacqueline King of Conyers Dill & Pearman Limited are legal advisors to Sirius Group with Richard Levin, Kevin T. Collins, Stephen L. Ascher, Michael W. Ross and Brian S. Scarbrough of Jenner & Block LLP separately representing the Strategic Review Committee of Sirius Group.

Third Point Reinsurance Ltd. (NYSE:TPRE) completed the acquisition of Sirius International Insurance Group, Ltd. (NasdaqGS:SG) from Centerbridge Partners, L.P., The Carlyle Group Inc. (NasdaqGS:CG), CM Bermuda Limited and other shareholders for $1.1 billion on February 26, 2021. Third Point Reinsurance Ltd. was renamed SiriusPoint Ltd. and will be traded on the New York Stock Exchange under the ticker symbol “SPNT”. Consideration comprised of stock, cash, and other contingent value components. Cash consideration was $100.4 million, of which $51.8 million was paid by cash on hand and the $48.6 million from the issuance of Common Shares pursuant to the Equity Commitment Letter to fund the cash portion of the purchase price. $595.6 was paid by issuance of 58,331,196 shares.