XML 136 R42.htm IDEA: XBRL DOCUMENT

Acquisition of Sirius Group (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of liability-classified capital instruments

The following table summarizes the change in fair value of the liability-classified capital instruments from the date of acquisition to December 31, 2021:


	Fair value as of February 26, 2021		Change in fair value		Fair value as of December 31, 2021
Series A preference shares	$	40.8	$	(20.4)	$	20.4
Merger warrants	53.4		(20.9)		32.5
Private warrants	7.3		(4.1)		3.2
Sirius Group Public Warrants	2.6		(1.5)		1.1
Upside Rights	6.5		(6.5)		—
CVRs	27.0		3.6		30.6
Total liability-classified capital instruments	$	137.6	$	(49.8)	$	87.8

Schedule of the total purchase price

The components of the Company's total purchase price for Sirius Group at February 26, 2021 were as follows:


Cash consideration
Sirius Group shares acquired for cash			$	100.4
Common Shares
Common Shares issued by SiriusPoint	58,331,196
SiriusPoint share price as of February 26, 2021	$	10.21	595.6
Preference Shares
Series A Preference Shares issued, at fair value			40.8
Series B Preference Shares issued, at fair value (1)			200.0
Warrants
Merger warrants issued, at fair value			53.4
Private warrants issued, at fair value			7.3
Sirius Group Public Warrants, at fair value			2.6
Upside Rights
Upside Rights issued, at fair value			6.5
Contingent value rights (CVRs)
CVRs issued, at fair value			27.0
CVR waiver restricted shares			0.7
Other
Fair value of the replaced Sirius Group equity awards attributable to pre-combination services			37.5
Transaction fee reimbursement			8.0
Total purchase price			$	1,079.8

(1)See Note 18 for additional information.

Schedule of estimated fair values of major classes of identifiable assets acquired and liabilities assumed

The following table summarizes the estimated fair values of major classes of identifiable assets acquired and liabilities assumed of Sirius Group as of February 26, 2021, the date the transaction closed:


Identifiable net assets:
Cash and investments	$	3,944.1
Insurance and reinsurance balances receivable, net	1,201.0
Reinsurance assets	649.7
Value of business acquired	147.9
Deferred tax asset	228.0
Intangible assets	178.8
Other assets	181.9
Loss and loss adjustment expense reserves	(2,928.5)
Unearned premium reserves	(900.0)
Deferred tax liability	(186.8)
Debt	(728.2)
Other liabilities	(657.7)
Total identifiable net assets acquired	1,130.2
Total purchase price	1,079.8
Bargain purchase gain	$	50.4

Schedule of identifiable intangible assets

Identifiable intangible assets at February 26, 2021 and at December 31, 2021, consisted of the following, and are included in intangible assets on the Company’s consolidated balance sheets:


	Economic Useful Life	Gross balance at February 26, 2021		Accumulated amortization		Net balance at December 31, 2021
Distribution relationships	17 years	$	75.0	$	—	$	75.0
MGA relationships	13 years	34.0		(4.9)		29.1
Lloyd’s Capacity - Syndicate 1945	Indefinite	41.8		—		41.8
Insurance licenses	Indefinite	7.0		—		7.0
Trade name	16 years	16.0		(0.2)		15.8
Internally developed computer software	5 years	5.0		(0.8)		4.2
Identifiable intangible assets		$	178.8	$	(5.9)	172.9
Insurance licenses sold (1)						(1.0)
Net identifiable intangible assets at December 31, 2021 related to the acquisition of Sirius Group (2)						$	171.9

(1)See Note 4 for additional information.

(2)No impairments were recorded in the year ended December 31, 2021.

Schedule of estimated remaining amortization expense for intangible assets with finite lives

The estimated remaining amortization expense for the Company's intangible assets with finite lives is as follows:



2022	$	8.0
2023	11.1
2024	12.0
2025	11.4
2026 and thereafter	81.6
Total remaining amortization expense	$	124.1

Schedule of results of Sirius Group and pro forma financial information

The following table summarizes the results of Sirius Group since February 26, 2021 that have been included in the Company's consolidated statements of income:


	For the period from February 26, 2021 to December 31, 2021
Total revenues	$	1,224.3
Net loss	$	(161.2)

The following table presents unaudited pro forma consolidated financial information for the years ended December 31, 2021 and 2020 and assumes the acquisition of Sirius Group occurred on January 1, 2020. The unaudited pro forma consolidated financial information is provided for informational purposes only and is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of January 1, 2020 or that may be achieved in the future. The unaudited pro forma consolidated financial information does not give consideration to the impact of possible revenue enhancements, expense efficiencies, synergies or asset dispositions that may result from the acquisition of Sirius Group. In addition, unaudited pro forma consolidated financial information does not include the effects of costs associated with any restructuring or integration activities resulting from the acquisition of Sirius Group, as such costs cannot be determined at this time.



	2021		2020
Total revenues	$	2,343.9	$	2,613.6
Net income (loss)	$	60.7	$	(268.4)

- Definition

Tabular disclosure of the nature and terms of the financial instruments and the rights and obligations embodied in those instruments, information about settlement alternatives, if any, in the contract and identification of the entity that controls the settlement alternatives including: a. The amount that would be paid, or the number of shares that would be issued and their fair value, determined under the conditions specified in the contract if the settlement were to occur at the reporting date b. How changes in the fair value of the issuer's equity shares would affect those settlement amounts (for example, "the issuer is obligated to issue an additional x shares or pay an additional y dollars in cash for each $1 decrease in the fair value of one share") c. The maximum amount that the issuer could be required to pay to redeem the instrument by physical settlement, if applicable d. The maximum number of shares that could be required to be issued, if applicable e. That a contract does not limit the amount that the issuer could be required to pay or the number of shares that the issuer could be required to issue, if applicable f. For a forward contract or an option indexed to the issuer's equity shares, the forward price or option strike price, the number of issuer's shares to which the contract is indexed, and the settlement date or dates of the contract, as applicable. g. The components of the liability that would otherwise be related to shareholders' interest and other comprehensive income (if any) subject to the redemption feature (for example, par value and other paid in amounts of mandatorily redeemable instruments are disclosed separately from the amount of retained earnings or accumulated deficit).

+ References + Details