UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.03 | Material Modifications to Rights of Security Holders |
On July 9, 2020, Argo Group International Holdings, Ltd. (the “Company”) consummated its public offering of 6,000,000 depositary shares (the “Depositary Shares”), each of which represents a 1/1,000th interest in a share of its 7.00% Resettable Fixed Rate Preference Shares, Series A, par value of $1.00 per share with a liquidation preference of $25,000 per share (equivalent to $25 per Depositary Share) (the “Preference Shares”).
Dividends on the Preference Shares will be payable on a non-cumulative basis only when, as and if declared by our Board of Directors or a duly authorized committee thereof, quarterly in arrears on the 15th day of March, June, September, and December of each year, commencing on September 15, 2020, at a rate equal to 7.00% of the liquidation preference per annum (equivalent to $1,750 per Series A Preference Share and $1.75 per Depositary Share per annum) up to but excluding September 15, 2025. Beginning on September 15, 2025, any such dividends will be payable on a non-cumulative basis, only when, as and if declared by our Board of Directors or a duly authorized committee thereof, during each reset period, at a rate per annum equal to the Five-Year U.S. Treasury Rate as of the most recent reset dividend determination date (as described in the Company’s prospectus supplement dated July 7, 2020) plus 6.712% of the liquidation preference per annum.
In connection with such transaction, the Company adopted a Certificate of Designations (the “Certificate of Designations”) with respect to the Preference Shares. Pursuant to the Certificate of Designations, the Preference Shares rank senior to the Company’s common shares and any other junior shares, as defined in the Certificate of Designations.
The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference herein. The form of share certificate for any Preference Shares that may be issued in certificated form is attached hereto as Exhibit 4.2 and is incorporated by reference herein.
In connection with the issuance of the Depositary Shares, the Company entered into a Deposit Agreement, dated as of July 9, 2020 (the “Deposit Agreement”), by and among the Company, American Stock Transfer & Trust Company, LLC and the holders from time to time of the depositary receipts (the “Depositary Receipts”) evidencing the Depositary Shares. The Preference Shares were deposited against delivery of the Depositary Receipts pursuant to the Deposit Agreement. The Deposit Agreement is attached hereto as Exhibit 4.3 and the form of Depositary Receipt is attached hereto as Exhibit 4.4. The foregoing description of the Deposit Agreement is entirely qualified by reference to such exhibit, which is incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bye-Laws |
Item 3.03 above is incorporated by reference herein.
| Item 8.01 | Amendments to Articles of Incorporation or Bye-Laws |
On July 7, 2020, the Company issued a press release, which is attached hereto as Exhibit 99.1, announcing that it entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and J.P. Morgan Securities LLC, on behalf of themselves and as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to and upon the terms and conditions set forth therein, an aggregate of 6,000,000 Depositary Shares. As noted above, the offering closed on July 9, 2020. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |||
| 1.1 |
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| 4.1 |
Certificate of Designations of 7.00% Resettable Fixed Rate Preference Shares, Series A | |||
| 4.2 |
Form of Share Certificate evidencing 7.00% Resettable Fixed Rate Preference Share, Series A | |||
| 4.3 |
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| 4.4 |
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| 5.1 |
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| 5.2 |
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| 23.1 |
Consent of Appleby (Bermuda) Limited (included in Exhibit 5.1) | |||
| 23.2 |
Consent of Sidley Austin LLP Limited (included in Exhibit 5.2) | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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SIGNATURES
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.
| ARGO GROUP INTERNATIONAL HOLDINGS, LTD. | ||||||
| Date: July 9, 2020 |
By: |
/s/ Jay S. Bullock | ||||
| Jay S. Bullock | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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