SiriusPoint Ltd. Issues New Preference Shares

TL;DR

SPNT dropped new preference shares, raising capital.

AI Summary

On April 5, 2024, SiriusPoint Ltd. filed an 8-K report detailing the creation of a direct financial obligation. The company issued Eight Hundred Resettable Fixed Rate Preference Shares Series B, with a par value of $25.00 and a liquidation preference per share of $25,000. This action falls under Item 2.03 of the 8-K, concerning obligations under off-balance sheet arrangements.

Why It Matters

This filing indicates SiriusPoint Ltd. is raising capital through the issuance of preference shares, which could impact its financial structure and future dividend payments.

Risk Assessment

Risk Level: medium — The issuance of preference shares can alter a company's capital structure and financial obligations, potentially impacting existing shareholders.

Key Numbers

• $25.00 — Par Value (Per share for the newly issued preference shares.)
• $25,000 — Liquidation Preference (Per share for the newly issued preference shares.)

Key Players & Entities

• SiriusPoint Ltd. (company) — Registrant
• Eight Hundred Resettable Fixed Rate Preference Shares Series B (company) — Financial Obligation Issued
• $25.00 (dollar_amount) — Par Value of Preference Shares
• $25,000 (dollar_amount) — Liquidation Preference Per Share
• April 5, 2024 (date) — Date of Report and Earliest Event

FAQ

Key Financial Figures

• $0.10 — ge on which registered Common Shares, $0.10 par value SPNT New York Stock Excha
• $25.00 — ence Shares, Series B, $0.10 par value, $25.00 liquidation preference per share SPNT
• $400 million — riusPoint Ltd. (the " Company ") issued $400 million aggregate principal amount of its 7.000

Filing Documents

• ny20024750x5_8k.htm (8-K) — 39KB
• ny20024750x5_ex4-1.htm (EX-4.1) — 465KB
• ny20024750x5_ex4-2.htm (EX-4.2) — 164KB
• ny20024750x5_ex4-4.htm (EX-4.4) — 31KB
• ny20024750x5_ex5-1.htm (EX-5.1) — 34KB
• ny20024750x5_ex5-2.htm (EX-5.2) — 32KB
• ny20024750x5_ex99-1.htm (EX-99.1) — 17KB
• ny20024750x5_ex5-2img001.jpg (GRAPHIC) — 12KB
• ny20024750x5_ex99-1img01.jpg (GRAPHIC) — 3KB
• 0001140361-24-018346.txt ( ) — 1121KB
• spnt-20240405.xsd (EX-101.SCH) — 5KB
• spnt-20240405_def.xml (EX-101.DEF) — 17KB
• spnt-20240405_lab.xml (EX-101.LAB) — 27KB
• spnt-20240405_pre.xml (EX-101.PRE) — 20KB
• ny20024750x5_8k_htm.xml (XML) — 6KB

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On April 5, 2024, SiriusPoint Ltd. (the " Company ") issued $400 million aggregate principal amount of its 7.000% Senior Notes due 2029 (the " New Notes "). The New Notes were issued pursuant to a Senior Indenture, dated as of April 5, 2024, between the Company and The Bank of New York Mellon, as trustee (the " New Notes Trustee ") (the " Senior Indenture "), as supplemented by a First Supplemental Indenture, dated as of April 5, 2024, between the Company and the New Notes Trustee (the " First Supplemental Indenture "). The New Notes were offered and sold pursuant to the shelf registration statement on Form S-3 (File No. 333-255917), filed with the U.S. Securities and Exchange Commission (the " Commission ") on May 7, 2021, and a prospectus supplement related to the New Notes dated March 27, 2024 (filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933). The foregoing description of the Senior Indenture and the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full and complete terms contained in the Senior Indenture and the First Supplemental Indenture, each of which is attached hereto as an exhibit and incorporated by reference herein. Copies of the opinions of Skadden, Arps, Slate, Meagher & Flom LLP and Conyers Dill & Pearman Limited are filed as Exhibit 5.1 and Exhibit 5.2, respectively, hereto.

01

Item 8.01 Other Events. On April 5, 2024, the Company announced the early tender results of its previously announced offer to purchase any and all of its outstanding 4.600% Senior Notes due 2026 (the " 2026 Notes ") and consent solicitation for the adoption of a proposed amendment to the indenture governing the 2026 Notes (the " 2026 Notes Indenture ") to reduce the minimum required notice period for redemption of the 2026 Notes from 30 days to three business days. Following the early expiration time of 5:00 p.m., New York City time, on April 4, 2024, the Company received requisite consents to amend the 2026 Notes Indenture as proposed and executed a Fourth Supplemental Indenture thereto with The Bank of New York Mellon, as trustee of the 2026 Notes (the " 2026 Notes Trustee ") (the " Fourth Supplemental Indenture "). The Company issued a notice of redemption for any outstanding 2026 Notes with a redemption date of April 10, 2024. The foregoing description of the Fourth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full and complete terms contained in the Fourth Supplemental Indenture, which is attached hereto as an exhibit and incorporated by reference herein. A copy of the press release announcing the early tender results and receipt of requisite consents for its 2026 Notes is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Senior Indenture, dated as of April 5, 2024, between SiriusPoint Ltd. and The Bank of New York Mellon, as trustee. 4.2 First Supplemental Indenture, dated as of April 5, 2024, between SiriusPoint Ltd. and The Bank of New York Mellon, as trustee. 4.3 Form of Global Security of 7.000% Senior Notes due 2029 (included in Exhibit 4.2). 4.4 Fourth Supplemental Indenture, dated as of April 4, 2024, between SiriusPoint Ltd. and The Bank of New York Mellon, as trustee. 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 5.2 Opinion of Conyers Dill & Pearman Limited. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 23.2 Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.2). 99.1 Press Release, dated April 5, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 5, 2024 /s/ Linda Lin Name: Linda Lin Title: Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR