Sirius International Group, a global multi-line re/insurance group, has completed its previously announced merger agreement with Easterly Acquisition Corp., through which Sirius has become a publicly listed company.
As part of the business combination arrangement, a wholly owned subsidiary of Sirius Group merged with and into Easterly, while Easterly became a wholly owned subsidiary of Sirius Group.
Shares of Easterly’s common stock were exchanged for Sirius Group’s common shares at a value equal to 1.05x Sirius Group’s adjusted diluted GAAP book value per share as of September 30, 2018.
Public warrants issued by Easterly to acquire shares of its common stock were also converted into warrants issued by Sirius Group to acquire Sirius Group common shares, and each share of Easterly common stock was exchanged for 0.609 of a Sirius Group common share.
Sirius Group’s common shares will be traded on the Nasdaq Global Select Market under the symbol ‘SG’ beginning November 6, and Sirius has also applied to list its public warrants on the OTCQX International market.
In connection with the Merger, affiliated funds of Gallatin Point Capital, The Carlyle Group, Centerbridge Partners, L.P. and Bain Capital Credit purchased $205 million of Series B preference shares and $8 million of common shares of Sirius Group at the Merger Price, while employees and ‘friends and family’ of Sirius Group purchased $16 million of common shares.
Additionally, Sirius has reconstituted its Board of Directors to comprise of a majority of independent directors in accordance with Nasdaq listing standards.
Joining Sirius’s existing independent directors are Meyer Frucher, Vice Chairman of Nasdaq, Inc.; Robert L. Friedman, a private investor and former Chief Investment Officer of the Mutual Series group of funds; Alain Karaoglan, former Chief Operating Officer of Voya Financial, Inc.; Rachelle Keller, a former Managing Director of Citibank, NA; and James Rogers, an international investor, author and financial commentator.
They will serve alongside Allan L. Waters, Chairman and Chief Executive Officer (CEO) of Sirius Group; and Feng Liao, CEO of CMIG International Holding Pte. Ltd., Sirius Group’s principal equity holder following the merger.
“This is a watershed day for Sirius Group,” said Waters. “A public listing, increased shareholder diversification led by four globally recognized investment firms, and a strong, independent board will benefit all stakeholders and add fuel to our future growth.”
Sirius Group was represented by Sidley Austin LLP during the deal and Easterly was represented by Hogan Lovells US LLP, with Citigroup Global Markets Inc. acting as financial advisor to Sirius Group.
