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): February 8, 2021 (February 3, 2021)

 THIRD POINT REINSURANCE LTD.

(Exact name of registrant as specified in its charter)

Bermuda	001-36052	98-1039994
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Point House

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	Name of each exchange on which registered
Common Shares, $0.10 par value	TPRE	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of a date to be mutually agreed but in any event before the closing of the merger (the “Merger”) contemplated by that certain Agreement and Plan of Merger, dated as of August 6, 2020, Prashanth Gangu, will be appointed as Chief Operating Officer and President, Insurance and Services of Third Point Reinsurance Ltd. (the “Company”). Following the closing of the Merger, Mr. Gangu will continue to serve in the same roles of SiriusPoint Ltd., which will be the name of the Company following the Merger.

David Junius, the current Chief Operating Officer of the Company, will continue in his role through the earlier of closing of the Merger or Mr. Gangu’s start date, at which time Mr. Junius will commence serving as the Chief Financial Officer of the Company.

Mr. Gangu joins the Company from Oliver Wyman, where he has been employed since 2010 and currently serves as a Partner and Head of Americas Property & Casualty Insurance. Mr. Gangu has almost 20 years of experience in the insurance industry across strategy, M&A, distribution, product, underwriting, risk, operations and technology and is uniquely well situated to successfully integrate the businesses of the Company and SiriusPoint Ltd. following the Merger. Mr. Gangu has master’s and post-master’s degrees in Aeronautical Engineering from California Institute of Technology (Caltech) and a bachelor’s degree in Aerospace Engineering from Indian Institute of Technology (IIT), Bombay.

In connection with Mr. Gangu’s appointment as Chief Operating Officer and President, Insurance & Services Division the Company entered into an offer letter agreement with Mr. Gangu, dated as of February 3, 2021. Pursuant to the offer letter agreement, Mr. Gangu is entitled to receive, as cash compensation, an annual salary of $600,000, a target annual cash bonus opportunity of 100% of his base salary and a one-time sign-on bonus of $1,000,000. In addition, beginning in 2021, Mr. Gangu will be granted an annual equity award having a value equal to 250% of his base salary (and the vesting terms of which will be the same as applicable to the CEO of the Company). In addition, on the same date of the annual equity award in 2021, Mr. Gangu will be granted a one-time restricted share award with a value equal to $2,000,000, which will generally vest in five annual installments subject to his continued employment.

Upon a qualifying termination of Mr. Gangu’s employment, Mr. Gangu will be entitled to receive severance pay equal to 24 months’ base salary, a pro rata bonus for the year of termination and 18 months of continued participation in the Company’s medical and life insurance plans. Mr. Gangu’s unvested service-vesting equity (including the sign-on restricted stock award) would vest under these circumstances, and any unvested performance-vesting equity would vest and/or be forfeited based on satisfaction of the applicable performance conditions as determined at the end of the applicable performance period and without proration. These benefits are subject to his signing and not revoking a release of claims and his compliance with customary restrictive covenants.

The foregoing description of the offer letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the offer letter, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and is incorporated by reference herein.

In addition, the Company has also agreed with Sid Sankaran, the Company’s Chairman and Chief Executive Officer, to modify the current and future equity awards granted to him to include the same vesting terms as provided by the Company to Mr. Gangu, as described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated as of February 8, 2021
101	Pursuant to Rule 406 of Regulation S-T, the cover page information in formatted in Inline XBRL
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

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.

THIRD POINT REINSURANCE LTD.

Date: February 8, 2021	/s/ Daniel V. Malloy
	Name:	Daniel V. Malloy
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated as of February 8, 2021
101	Pursuant to Rule 406 of Regulation S-T, the cover page information in formatted in Inline XBRL
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

EX-99.1

Third Point Re Announces Strategic Hires to Grow SiriusPoint Platform

Hamilton, BERMUDA. February 8, 2021: Third Point Reinsurance Ltd. (NYSE: TPRE) (“Third Point Re” or the “Company”), a specialty reinsurer, announced today that it has made three senior hires to strengthen its existing leadership team, ahead of the company’s anticipated merger transaction with Sirius International Insurance Group Ltd. ("Sirius" or "Sirius Group") to form SiriusPoint Ltd. ("SiriusPoint").

Tim Mardon will join the senior underwriting team at SiriusPoint as Global Head of Property Reinsurance. He will be based in Bermuda, subject to Bermuda Immigration approval. Mr. Mardon brings more than 22 years of experience in the reinsurance industry. He joins from Chubb Tempest Re Bermuda, where he was Division President, responsible for all operating aspects of the company’s Bermuda-based Property and Casualty reinsurance business.Mr. Mardon is expected to join the Company in the second quarter of 2021.

Prashanth Gangu joins the SiriusPoint executive team as Chief Operating Officer (COO) and President of Insurance and Services at the beginning of March. He will be based in New York. As COO, Mr. Gangu will oversee SiriusPoint’s operating platform with an emphasis on upgrading technology and operational capabilities. Responsible for enterprise strategy and capital allocation, he will direct corporate development and lead the evaluation of strategic investment and partnership opportunities. Mr. Gangu will also serve as President of the Insurance and Services division, responsible for managing and growing a technology-enabled insurance business.

Included in the Insurance and Services division will be:

–Global Accident and Health (A&H) business

–SiriusPoint’s Lloyd’s platform

–Managing General Underwriters (MGUs), International Medical Group (IMG) and ArmadaCare

–Managing General Agents (MGAs) including Arcadian Risk Capital

–SiriusPoint’s insurtech portfolio, including investments in Rhino, Pie Insurance and Noblr

Mr. Gangu joins from Oliver Wyman, where he is a Partner and Head of Americas Property and Casualty Insurance. Mr. Gangu has almost 20 years of experience in the insurance industry, across strategy, mergers and acquisitions (M&A), distribution, product, underwriting, risk, operations and technology. 

Rachael Dugan joins Third Point Re in New York as General Counsel on 22 February, 2021 and will serve in the same role on the executive team at SiriusPoint following the expected closure of the merger. With a diverse legal background and a focus on M&A, Ms. Dugan joins Third Point Re from private investment firmReverence Capital, where she has been General Counsel and Chief Compliance Officer since 2019. Previously, she spent more than five years at Marsh & McLennan Companies (MMC), as Chief Strategy and M&A Counsel. Ms. Dugan began her career at Sullivan & Cromwell in New York.

Sid Sankaran, Chairman of Third Point Re, said: “I am delighted that Prashanth, Rachael and Tim will be joining the SiriusPoint leadership team at this exciting time.

“With the exceptional talent, global footprint and robust balance sheet of the combined company, we will have a strong base for building an innovative, disciplined and sustainable business. We are aiming to enhance our existing relationships and improve the economics of our key lines of business, while looking at ways that we can grow intelligently and leverage technology to improve how we manage risk, use data and develop new strategic opportunities.”

Mr. Sankaran will become Chairman and Chief Executive Officer of SiriusPoint upon completion of the merger of Third Point Re and Sirius Group, which is expected to occur on or around February 26, 2021, subject to the satisfaction of all closing conditions. SiriusPoint will be a global diversified company, providing insurance and reinsurance solutions across Accident and Health, Property, Liability and Specialty Lines to clients and brokers located in almost 150 countries.

About Third Point Re

Third Point Reinsurance Ltd. (Third Point Re) is a Bermuda-headquartered holding Company listed on the New York Stock Exchange (TPRE). The Company underwrites Specialty, Property and Casualty business through its wholly-owned subsidiaries, Third Point Reinsurance Company Ltd. and Third Point Reinsurance (USA) Ltd., which both have ‘A-’ (Excellent) financial strength ratings from AM Best. With offices in Bermuda, New Jersey and London, the Third Point Re companies specialize in finding innovative solutions for niche and complex risks. You can learn more by visiting: www.thirdpointre.com.

Media Contact

Mairi Mallon

Rein4ce

mairi.mallon@rein4ce.co.uk

+44 7843 067533

XML

Cover Document	Feb. 03, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 03, 2021
Entity Registrant Name	THIRD POINT REINSURANCE LTD.
Entity Incorporation, State or Country Code	D0
Entity Tax Identification Number	98-1039994
Entity Address, Street Address	Point House
Entity Address, Street Address 2	3 Waterloo Lane
Entity Address, City	Pembroke
Entity Address, Postal Zip Code	HM 08
Entity Address, Country	BM
City Area Code	441
Local Phone Number	542-3300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Shares, $0.10 par value
Trading Symbol	TPRE
Name of each exchange on which registered	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001576018
Amendment Flag	false
Entity File Number	001-36052