Global Indemnity Group, LLC S-3/A, filed Aug 6, 2021

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Global Indemnity Group, LLC (GBLI)

S-3/A 2021-08-06

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Added on October 25, 2026

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Exhibit No.		Description

1.1*		Form of Underwriting Agreement.


3.1		Share Designation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K12B filed with the SEC on August 28, 2020).

3.2		Second Amended and Restated Limited Liability Company Agreement of Global Indemnity Group, LLC (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K12B filed with the SEC on August 28, 2020).

4.1		Description of securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020).

4.2		Amended and Restated Shareholders Agreement, dated July 2, 2010, by and among Global Indemnity plc (as successor to United America Indemnity, Ltd.) and the signatories thereto (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K12B filed with the SEC on July 2, 2010).

4.3		Amendment to the Amended and Restated Shareholders Agreement, dated as of October 31, 2013, by and among Global Indemnity plc and the signatories thereto (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013)

4.4		Indenture, dated as of August 12, 2015, by and between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated August 12, 2015) (File No. 001-34809))

4.5		First Supplemental Indenture, dated November 7, 2016, among Global Indemnity Limited, Global Indemnity plc and Wells Fargo Bank, National Association, as Trustee, to the Indenture dated as of August 12, 2015 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K12B dated November 7, 2016 (File No. 001-34809))

4.6		Officers’ Certificate, dated August 12, 2015 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated August 12, 2015 (File No. 001-34809))

4.7		Second Supplemental Indenture, dated as of March 23, 2017, among Global Indemnity Limited, Wells Fargo Bank, National Association, and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K dated March 23, 2017 (File No. 001-34809))

4.8		Form of 7.875% Subordinated Notes due 2047 (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No. 001-34809))

4.9		Third Supplemental Indenture, dated as of April 25, 2018, by and among the Company, Wells Fargo Bank, National Association, and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated April 25, 2018 (File No. 001-34809))

4.10		Fourth Supplemental Indenture, dated as of August 28, 2020, among Global Indemnity Limited, GBLI Holdings, LLC, New CayCo, Wells Fargo Bank, National Association, as trustee and U.S. Bank, National Association, as trustee, to the Indenture dated as of August 12, 2015 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File no. 001-34809))

4.11		Fifth Supplemental Indenture, dated as of August 28, 2020, among New CayCo, GBLI Holdings, LLC, Global Indemnity Group, LLC, Wells Fargo Bank, National Association, as trustee and U.S. Bank, National Association, as trustee, to the Indenture dated as of August 12, 2015 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K12B dated August 28, 2020 (File no. 001-34809))


5.1**		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1**		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

23.2**		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

24.1**		Powers of Attorney (included on signature pages hereto).

25.1***		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association, as the Trustee under the Indenture dated as of August 12, 2015 with respect to the debt securities.

25.2***		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association, as the Trustee under the Indenture dated as of August 12, 2015 with respect to the debt securities.


GLOBAL INDEMNITY GROUP, LLC

By:	/s/ Thomas M. McGeehan
	Name:	Thomas M. McGeehan
	Title:	Chief Financial Officer


Signature	Title	Date

*	Chief Executive, Insurance Operations, and Director	August 6, 2021
David S. Charlton	Chief Executive, Insurance Operations, and Director

/s/ Thomas M. McGeehan	Chief Financial Officer (principal financial and accounting officer)	August 6, 2021
Thomas M. McGeehan

*	Chairman of the Board of Directors	August 6, 2021
Saul A. Fox

*	Director	August 6, 2021
Joseph W. Brown

*	Director	August 6, 2021
Seth J. Gersch

*	Director	August 6, 2021
Jason B. Hurwitz

*	Director	August 6, 2021
Bruce R. Lederman


GBLI HOLDINGS, LLC

By:	/s/ Thomas M. McGeehan
	Name:	Thomas M. McGeehan
	Title:	Chief Financial Officer


* Pursuant to power of attorney

By:		/s/ Thomas M. McGeehan
		Thomas M. McGeehan


A National Banking Association		94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification No.)

101 North Phillips Avenue Sioux Falls, South Dakota		57104
(Address of principal executive offices)		(Zip code)


IRELAND		98-0664891
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

25/28 North Wall Quay Dublin 1		[ ]
(Address of principal executive offices)		(Zip code)


Exhibit 1.		A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.		A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.**

Exhibit 3.		A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.**

Exhibit 4.		Copy of By-laws of the trustee as now in effect.**

Exhibit 5.		Not applicable.

Exhibit 6.		The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.		Not applicable.

Exhibit 9.		Not applicable.


		Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	27,624
Interest-bearing balances			247,100
Securities:
Held-to-maturity securities			232,139
Available-for-sale securities			193,559
Equity Securities with readily determinable fair value not held for trading			11

Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			52
Securities purchased under agreements to resell			61,135
Loans and lease financing receivables:
Loans and leases held for sale			32,787
Loans and leases, net of unearned income	825,035
LESS: Allowance for loan and lease losses	16,694
Loans and leases, net of unearned income and allowance			808,341
Trading Assets			64,013
Premises and fixed assets (including capitalized leases)			10,992
Other real estate owned			158
Investments in unconsolidated subsidiaries and associated companies			13,487
Direct and indirect investments in real estate ventures			66
Intangible assets			31,616
Other assets			50,077

Total assets		$	1,773,157

LIABILITIES
Deposits:
In domestic offices		$	1,463,374
Noninterest-bearing	551,270
Interest-bearing	912,104
In foreign offices, Edge and Agreement subsidiaries, and IBFs			28,333
Noninterest-bearing	332
Interest-bearing	28,001
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			876
Securities sold under agreements to repurchase			5,980


	Dollar Amounts In Millions
Trading liabilities		15,235
Other borrowed money
(Includes mortgage indebtedness and obligations under capitalized leases)		44,034
Subordinated notes and debentures		11,879
Other liabilities		32,321

Total liabilities	$	1,602,032

EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		114,820
Retained earnings		54,661
Accumulated other comprehensive income		1,094
Other equity capital components		0

Total bank equity capital		171,094
Noncontrolling (minority) interests in consolidated subsidiaries		31

Total equity capital		171,125

Total liabilities, and equity capital	$	1,773,157


	3/31/2021
Assets
Cash and Balances Due From	$	43,386,652
Depository Institutions
Securities		154,609,348
Federal Funds		0
Loans & Lease Financing Receivables		297,075,286
Fixed Assets		6,148,452
Intangible Assets		13,371,986
Other Assets		27,974,559

Total Assets	$	542,566,283

Liabilities
Deposits	$	444,618,948
Fed Funds		1,321,015
Treasury Demand Notes		0
Trading Liabilities		1,231,176
Other Borrowed Money		27,466,875
Acceptances		0
Subordinated Notes and Debentures		3,350,000
Other Liabilities		13,255,984

Total Liabilities	$	491,243,998

Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		36,236,966
Minority Interest in Subsidiaries		800,204

Total Equity Capital	$	51,322,285

Total Liabilities and Equity Capital	$	542,566,283



*	Director	Augus 6, 2021
James D. Wehr