8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 2, 2023 (March 2, 2023)

SIRIUSPOINT LTD.

(Exact name of registrant as specified in its charter)

Bermuda	001-36052	98-1599372
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)

Point Building

3 Waterloo Lane

Pembroke HM 08 Bermuda

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: +1 441 542-3300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Shares, $0.10 par value	SPNT	New York Stock Exchange
8.00% Resettable Fixed Rate Preference Shares,<br> Series B, $0.10 par value, <br>$25.00 liquidation preference per share	SPNT PB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 1.01	Entry into a Material Definitive Agreement.

On March 2, 2023, certain property and casualty insurance subsidiaries of SiriusPoint Ltd., SiriusPoint International Försäkringsaktiebolag (PUBL) and Sirius International Managing Agency Limited, in its capacity as the managing agent for Sirius International Syndicate 1945 at Lloyd’s (together, the “SiriusPoint Cedents”), entered into that certain Master Agreement (the “Master Agreement”), dated as of March 2, 2023, made by and among the SiriusPoint Cedants and Pallas Reinsurance Company Ltd. (“Pallas Re”), a Class 3B insurer incorporated and registered in Bermuda and a subsidiary in the Compre group of companies.

Pursuant to the Master Agreement, at closing, (a) the SiriusPoint Cedents (and/or an affiliate, as the case may be) will enter into Loss Portfolio Transfer Reinsurance and Retrocession Agreements (together, the “LPT Agreements”) with Pallas Re, pursuant to which the SiriusPoint Cedents will cede and Pallas Re will assume 100% of the liability with respect to certain insurance and reinsurance exposures of the SiriusPoint Cedents written in underwriting years 2021 and prior (the “Subject Business”) on a funds withheld basis, subject to the terms and conditions of the LPT Agreements including an aggregate limit; (b) the SiriusPoint Cedents and Pallas Re will enter into an administrative services agreement concerning the parties’ authority and responsibility for certain administrative services, including claims handling; and (c) the SiriusPoint Cedents, Pallas Re and a trustee will enter into two trust agreements, pursuant to which Pallas Re will be obligated to maintain, for the term of the LPT Agreements, certain permitted types of eligible assets as partial collateral securing Pallas Re’s reinsurance obligations with respect to the Subject Business. The reserves supporting the Subject Business were valued at approximately US$1.3 billion as of September 30, 2022. The aggregate limit under the LPT Agreements is 130% of such reserve amount less certain adjustments for paid losses and reserve redundancies.

The Master Agreement and the LPT Agreements include customary representations and warranties, indemnification obligations, covenants and termination rights of the parties. The transaction is anticipated to close and incept on or around June 30, 2023, subject to regulatory approvals and other customary closing conditions.

Item 7.01	Regulation FD Disclosure

On March 2, 2023, the Company issued a press release announcing the transaction. A copy of the press release is attached to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated as of March 2, 2023, issued by SiriusPoint Ltd.
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: March 2, 2023	/s/ Jimmy Yang
	Name:	Jimmy Yang
	Title:	Interim General Counsel & Corporate Secretary

Document

                                

Press release

2nd March 2023

SiriusPoint and Compre announce second significant reinsurance Loss Portfolio Transfer

SiriusPoint Ltd. (“SiriusPoint”), NYSE-listed (SPNT) global underwriter, and Compre, the Bermuda headquartered international legacy group, today announce that they have signed an agreement for a ground-up Loss Portfolio Transfer (“LPT”) on a diversified portfolio of primarily reinsurance business. The transaction’s inception is subject to regulatory approvals and other conditions of closing.

The LPT covers approximately $1.3bn of reserves, underwritten by SiriusPoint’s international reinsurance business headquartered in Sweden, and its Lloyd’s Syndicate 1945. The portfolio comprises several classes of business from 2021 and prior underwriting years, with SiriusPoint retaining claims handling authority on ongoing business. The announcement follows a comprehensive re-underwriting of SiriusPoint’s reinsurance portfolio, and the restructuring of the Company’s underwriting platform.

The LPT will be underwritten by Compre’s class 3B Bermudian reinsurer, Pallas Reinsurance Company Ltd. (“Pallas Re”).

Scott Egan, SiriusPoint Chief Executive Officer, said: “This is a transformational deal for SiriusPoint. It demonstrates decisive and continuing execution against our strategic priorities of simplifying our business, reducing future volatility, and improving the profitability of our Company. By transferring these reserves, we are aligning our balance sheet to our go-forward strategy. The expected substantial capital release should further increase our balance sheet strength, and the reserve redundancy of approximately $100m validates our reserving policy while being accretive to returns. As stated at our recent earnings update, we feel confident about our prospects in 2023, with this deal providing another evidence point of our progress. I am pleased we are partnering with Compre once again, continuing a valued relationship with a transaction that supports us in realising SiriusPoint’s full potential.”

Compre CEO Will Bridger said: “Today’s announcement represents another important milestone in Compre’s evolution, and we are delighted to further assist SiriusPoint with the strategic repositioning of its reinsurance business. This transaction continues a valuable relationship, providing both significant diversification and growth to our balance sheet and enabling SiriusPoint to meet its strategic goals. As one of the largest transactions underwritten in the legacy market, it also demonstrates that Compre’s client-focussed approach is recognised across the insurance and reinsurance industry for providing finality solutions on transactions of increasing significance.”

SiriusPoint was advised on this transaction by AJ Gallagher & Co. and Mayer Brown LLP.

Compre was advised by Debevoise & Plimpton LLP and EY.

• Ends -

Notes to Editors:

SiriusPoint is a global underwriter of insurance and reinsurance providing solutions to clients and brokers around the world. Bermuda-headquartered with offices in New York, London, Stockholm and other locations, we are listed on the New York Stock Exchange (SPNT). We have licenses to write Property & Casualty and Accident & Health insurance and reinsurance globally. Our offering and distribution capabilities are strengthened by a portfolio of strategic partnerships with Managing General Agents within our Insurance & Services segment. With $2.9 billion total capital, SiriusPoint’s operating companies have a financial strength rating of A- (Excellent) from AM Best, S&P and Fitch. For more information, please visit www.siriuspt.com

Compre is a leading legacy specialist with over 30 years of experience in the acquisition and management of discontinued and legacy non-life insurance and reinsurance business. Compre has experience of acquiring most classes of direct and reinsurance business, including general liability, marine and motor liability, and US APH. Compre has operations in Bermuda, Finland, Germany, Malta, the UK, the USA and at Lloyd’s of London. www.compre-group.com

Contacts

SiriusPoint Investor Relations

Dhruv Gahlaut,

dhruv.gahlaut@siriuspt.com

+44 7514 659 918

SiriusPoint Media

Sarah Hills,

Rein4ce sarah.hills@rein4ce.co.uk +44 7718882011

Compre Media

David Haggie / Richard Adams / Shipra Khanna, Haggie Partners

+44 20 7562 4444

Forward-Looking Statements We make statements in this report that are forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. Federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on behalf of SiriusPoint. SiriusPoint is also subject to risks and uncertainties in connection with its ordinary course business, including the impact of general economic conditions and conditions affecting the insurance and reinsurance industry, the adequacy of our reserves, fluctuation in the results of operations; pandemic or other catastrophic event, such as the ongoing COVID-19 outbreak; uncertainty of success in investing in early-stage companies, such as the risk of loss of an initial investment, highly variable returns on investments, delay in receiving return on investment and difficulty in liquidating the investment; the costs, expense and difficulties of the integration of the operations of Third Point Reinsurance Ltd. and Sirius International Insurance Group, Ltd.; our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market and investment income fluctuations, trends in insured and paid losses, regulatory and legal uncertainties and other risk factors described in SiriusPoint’s Annual Report on Form 10-K for the period ended December 31, 2022. Except as required by applicable law or regulation, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events or other circumstances after the date of this report.