Sirius International Group, a global multi-line re/insurance group, has announced an amendment to its previously-confirmed merger agreement with Easterly Acquisition Corp.
The merger, first revealed on June 25, was to see Easterly combine with and become a wholly-owned subsidiary of Sirius Group, which would become a publicly listed company.
The amendment includes a modification to the date on which the exchange ratio is determined. Easterly’s common stock will be exchanged for Sirius Group’s common shares at a value equal to 1.05x Sirius Group’s diluted GAAP book value per-share as of September 30, instead of June 30.
Furthermore, Sirius Group has entered into subscription agreements with affiliated funds of Gallatin Point Capital, The Carlyle Group, Centerbridge Partners, L.P. and Bain Capital Credit.
These investors have committed to purchase $213 million of Series B preference shares and common shares in a private placement, which amount may be decreased to $111 million at Sirius Group’s option.
In addition, the investors will receive warrants that are exercisable for a period of five years after the issue date at a strike price equal to 125% of the merger price.
The closing of the private placement is subject to the closing of the merger, as well as other customary conditions.
Proceeds from the private placement will be used by Sirius Group to redeem all outstanding Series A preference shares, and the remainder for general corporate purposes.
