United States securities and exchange commission logo





                              October 26, 2022

       Daniel Burrows
       Chief Executive Officer
       Fidelis Insurance Holdings Limited
       Waterloo House
       100 Pitts Bay Road
       Pembroke
       Bermuda HM08

                                                        Re: Fidelis Insurance
Holdings Limited
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted September
29, 2022
                                                            CIK No. 0001636639

       Dear Daniel Burrows:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1

       General

   1.                                                   Please provide us a
brief analysis explaining why the issuance of securities of MGU
                                                        HoldCo and FIHL in the
Separation Transactions will not require registration pursuant to
                                                        the Securities Act.
   2.                                                   If material to your
business, please revise to discuss your collateralised special purpose
                                                        insurer, Socium Re. In
this regard, we note your disclosure on page F-48. Similarly, to
                                                        the extent that the
Managing General Agents, in which Fidelis has invested through Pine
 Daniel Burrows
Fidelis Insurance Holdings Limited
October 26, 2022
Page 2
         Walk Capital Limited, are material to your business, please revise to
discuss. In this
         regard, we note your disclosure on page F-10.
Summary, page 5

3.       We note your disclosure on page 5 that your GPW was $2.8 billion for
the year ended
         December 31, 2021. Please revise to provide a definition of GPW here,
including a brief
         description of how your GPW was calculated, and disclose here your
revenue and net
         income for the fiscal year ended December 31, 2021. Also revise to
define each term that
         you have included in the Glossary of Selected Terms the first time
such terms are used in
         your prospectus.
4.       Please revise to disclose here your current ratings by AM Best, S&P
and Moody's
         Investors Service, including a description of the range of ratings
given by each rating
         agency and what the ratings you received indicate. Also disclose here
and on pages 39
         and 40 the S&P revised ratings outlook following the announcement of
the proposed
         Separation Transactions as well as the AM Best and Moody's Investors
Service ratings
         following the announcement of the proposed Separation Transactions.
Our Company, page 6

5.       Please revise here to clarify what you mean by your disclosure that,
following the
         Separation Transaction, the Listed Group will be positioned as a
"scaled" insurance
         provider. In addition, please disclose here all of the jurisdictions
in which you offer
         property, bespoke and specialty and reinsurance products, and consider
including the
         percentage of revenues earned in each jurisdiction.
6.       Please revise to state that there is no guarantee that you will
experience the peer stock
         price appreciation, peer loss ratios and peer combined ratios
disclosed in the third
         paragraph of this section on page 6. In addition, please disclose here
and on page 142 any
         differences in how the peer ratios were calculated and how your ratios
were calculated.
7.       Please revise to further explain the underwriting role that Fidelis
Underwriting
         Limited ("FUL") will have following the Separation. We note your
statement that Fidelis
         MGU will carry on the origination and underwriting activities of
Current Fidelis.
Our Commitment to Environmental, Social and Governance Matters, page 7

8.     We note that the second risk factor on page 63 states that a material
change in the asset
       value of fossil fuels or the securities of energy companies and
companies in related sectors
       could materially adversely affect your investment portfolio. Please
revise here and on
FirstName LastNameDaniel Burrows
       page 143 to balance and clarify your disclosure regarding your ESG
objectives by
Comapany   NameFidelis
       addressing         Insurance
                   the level of your Holdings
                                      dependenceLimited
                                                   on the asset value of fossil
fuels and the securities
       of energy companies
October 26, 2022 Page 2       and  companies   in related sectors.
FirstName LastName
 Daniel Burrows
FirstName   LastNameDaniel  Burrows
Fidelis Insurance Holdings Limited
Comapany
October  26,NameFidelis
             2022       Insurance Holdings Limited
October
Page 3 26, 2022 Page 3
FirstName LastName
Strategic Relationship with the Fidelis MGU, page 8

9.       Please revise here to include a summary of the Amended and Restated
Common
         Shareholders Agreement, including the provisions regarding MGU
HoldCo's consent
         rights, the Allocation Rights and board nomination rights.
Our Competitive Strengths, page 13

10.      Please revise to clarify what you mean by "exposures to legacy issues"
on page 14, and
         disclose here the basis for your belief that your exposure to legacy
issues that predate your
         incorporation is less than those of your competitors.
Our Strategy, page 16

11.      Please revise your disclosure on page 17 to clarify what you mean by
your statement
         regarding "Fidelis MGU's long and trusted relationships" by disclosing
the nature of these
         relationships, the types of entities with which Fidelis MGU has long
and trusted
         relationships and how such relationships will help you grow your
Bespoke and Specialty
         pillars. In addition, please disclose the markets on which you intend
to focus. We also
         note your disclosures regarding providing new products. To the extent
you currently have
         material plans to provide new products please include a description of
the products, an
         estimated timeline for the introduction of such products and a
discussion of any challenges
         you may face in offering such products.
Our Corporate Structure
Proposed Final Listed Group Structure, page 20

12.      Please revise to show the percentage of ownership of the Institutional
Investors, the
         Founders, MGU Holdco, management and the public shareholders in the
Listed Group
         Structure. In addition, please provide a brief explanation of each
subsidiary in the
         footnotes to the Current Group Structure and the Listed Group
Structure.
Recent Developments, page 20

13.      Please revise to provide quantitative disclosure regarding any
material exposure to
         Russian equities and fixed maturity assets. In addition, please expand
this section and
         your risk factors to discuss and describe your potential exposure to
losses associated with
         the Ukraine Conflict. In this regard, we note your disclosure that you
cannot estimate the
         amount of potential losses.
Risk Factors
Risks Relating to the Group's Business and Industry
Any future acquisitions, strategic investments, page 36

14.      Please revise to state whether the Group has any current plans for
acquisitions or strategic
         investments, and, if so, whether you have identified specific targets
or signed any
 Daniel Burrows
Fidelis Insurance Holdings Limited
October 26, 2022
Page 4
         agreements related to such acquisitions or strategic investments.
A downgrade or withdrawal of, of other negative action relating to, page 39

15.      Please revise to discuss here the Group's current third-party credit
ratings. In this regard,
         we note that you address the risks related to third-party credit
rating
         agencies increasing the levels of capital they require an insurer or
reinsurer to hold in
         order to maintain a certain credit rating.
Risks Relating to the Group's Reliance on Third Parties in the Operation of its
Business
The Group is reliant on third-party service providers and their IT systems,
page 58

16.      We note your disclosure that you have previously suffered
cyber-attacks. To the extent
         material, please revise to include a discussion of the magnitude of
the incident or
         incidents, the consequences and when the attacks occurred.
Cautionary Note Regarding Forward-Looking Statements, page 93

17.      We note your disclosure in the third bullet point on page 94 regarding
the risk of FIHL
         being deemed an investment company under U.S. federal securities laws.
Please revise
         your risk factors section to discuss this risk and the impact of such
a determination.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 100

18.      We note your use of terminology such as directly attributable,
factually supportable and
         expected to have a continuing impact when describing your pro forma
adjustments on
         pages 26 and 100. Please note that Article 11 of Regulation S-X was
amended by SEC
         Release No. 33-10786, which revised the pro forma terminology and the
basis for pro
         forma adjustments. Please revise your pro forma discussion to conform
to the updated
         guidance.
Performance Measures and Non-U.S. GAAP Financial Measures, page 112

19.      Please revise to include a reconciliation of the expense ratio and
combined ratio.
Performance Measures and Non-U.S. GAAP Financial Measures
Operating Net Income, RoE, Operating RoE, and Steady State RoE, page 114

20.    Please tell us how you considered whether your non-GAAP measure of
Steady State RoE
       substitutes individually tailored recognition and measurement methods
for those of U.S.
FirstName LastNameDaniel Burrows
       GAAP, which could result in a misleading measure that violates rule
100(b) of Regulation
Comapany   NameFidelis
       G. Please   refer toInsurance
                            Question Holdings
                                     100.04 of Limited
                                               the Compliance and Disclosure
Interpretations on
OctoberNon-GAAP      Financial
         26, 2022 Page    4    Measures for guidance.
FirstName LastName
 Daniel Burrows
FirstName   LastNameDaniel  Burrows
Fidelis Insurance Holdings Limited
Comapany
October  26,NameFidelis
             2022       Insurance Holdings Limited
October
Page 5 26, 2022 Page 5
FirstName LastName
Business
Our Company
Our Commitment to Environmental, Social and Governance Matters, page 143

21.      Please disclose whether you have set any goals or limits related to
the carbon intensity of
         your insurance portfolios, and, if so, please describe these goals or
limits. Please disclose
         your target allocation to GSS investments, the limitations on issuers
with poor
         ESG ratings and the limitations on select industries. Also disclose
how you determine
         whether your strategies of monitoring outreach and interview stage
progression are
         successful at increasing the hiring of women and ethnically diverse
employees.
Outwards Reinsurance or Retrocessional Coverage, page 153

22.      Please revise to provide quantitative information regarding the
outward reinsurance and
         retrocessional coverage you purchased or had in the fiscal year ended
December 31,
         2021.
Framework Agreement, page 177

23.      Please clarify what you mean by "informal" forum and the "Fidelis MGU
platform" in the
         Joint Referral Forum subsection on page 177. In addition, in the
Run-Off Services section
         on page 179, you state that "no separate termination fee" will be
payable by the Listed
         Group. Please revise to clarify whether the Listed Group is required
to pay a termination
         fee if it chooses not to renew the Framework Agreement. Also explain
how the parties
         determine, after the date of termination, whether the risks continue
to be live.
24.      In the Delegation section on page 179, your disclosure that "[t]he
Fidelis MGU may
         not sub-delegate to any third party any of its responsibilities under
a Delegate
         Underwriting Authority Agreement without the prior written consent of
the Listed Group"
         appears to be inconsistent with your disclosure on page 180 that
"[t]he Fidelis MGU will
         have full delegation and authority with respect to policy language and
will be permitted
         to sub-delegate underwriting authority to a closed initial list of
managing general
         underwriters." Please revise to clarify by listing the specific
responsibilities that Fidelis
         MGU may not sub-delegate to a third party.
25.      Please revise your disclosure on page 181 to clarify the Listed
Group's obligations
         pursuant to the Framework Agreement with regards to any pre-existing
capital
         arrangements with third party managing underwriters.
Material Contracts and Related Party Transactions
Cooperation Agreement, page 177

26.      Please revise to identify the third-party investors that have entered
into the Cooperation
         Agreement, and please expand your discussion of the Cooperation
Agreement, the Inter-
         Group Services Agreement, the Intra-Group Services Agreement and the
Human
 Daniel Burrows
Fidelis Insurance Holdings Limited
October 26, 2022
Page 6
         Resources Transitional Services Agreement to disclose all of the
material terms, including
         the term of each, the fees associated with each and the termination
provisions of each.
Other
Other Existing Outsourcing Arrangements
Licensing Arrangements, page 187

27.      Please revise your disclosure on page 187 to discuss how Fidelis MGU
will determine
         whether a license for the Prequel Policy Administration systems, the
Jarvis Data
         Warehouse or the Fire Analytics is "appropriate" and the terms of any
such licenses. In
         addition, please disclose whether FIHL will maintain ownership of
Tyche.
Common Shareholders Agreement
Consent Rights and Minority Protections, page 188

28.      Your disclosure on page 187 that "for so long as MGU HoldCo holds 4.9%
of the
         Common Shares of FIHL and the Framework Agreement is in effect," MGU
HoldCo will
         have the consent rights and allocation rights described on page 187
appears to be
         inconsistent with your disclosure that "[i]f, following the
consummation of this offering,
         MGU HoldCo sells any of its Common Shares, other than in connection
with any stock
         conversions, buybacks, repurchases, redemptions, or other changes
resulting from any
         stock split, combination or similar recapitalization, MGU HoldCo will
no longer be
         entitled to exercise the above mentioned consent rights or the
Allocation Right." Please
         revise for clarity and consistency.
Quota Share Agreement, page 191

29.      To the extent that any provisions of the quota share agreement with
the National
         Indemnity Company will be in effect at the time of effectiveness of
your registration
         statement, please revise to disclose the material terms of this
agreement. In addition,
         please disclose whether the Management Loans of $4.5 million will be
repaid prior to the
         effectiveness of your registration statement.
Certain Provisions of the Amended and Restated Bye-Laws
Number of Directors, page 200

30.    Please revise to identify here the Institutional Investor Affiliate
Transferees and
       their Investor In Kind Transferees. In addition, please disclose the
percentage of Initial
       Investor Shares that are held by the Institutional Investors, their
Investor Affiliate
       Transferees and their Investor In Kind Transferees as well as the
Founders, their Investor
       Affiliate Transferees and their Investor In Kind Transferees. Also,
please disclose the
FirstName LastNameDaniel Burrows
       directors nominated by each group permitted to nominate directors, and
revise the
Comapany    NameFidelis
       Summary    section Insurance
                           to discloseHoldings
                                       the rightsLimited
                                                  to nominate directors held by
each group permitted
Octoberto26,
          nominate  directors.
             2022 Page   6
FirstName LastName
 Daniel Burrows
FirstName   LastNameDaniel  Burrows
Fidelis Insurance Holdings Limited
Comapany
October  26,NameFidelis
             2022       Insurance Holdings Limited
October
Page 7 26, 2022 Page 7
FirstName LastName
Certain Regulatory Considerations, page 214

31.      We note your disclosure on page 141 that you are a leading global
provider of property,
         bespoke and specialty insurance and reinsurance products. Please
revise this section to
         address the regulations of all of the jurisdictions that are material
to your business. In
         addition, you state that this section addresses applicable U.S. excess
and surplus lines as
         well as U.S. certified reinsurer authorizations, but we were not able
to locate such
         disclosure. Please revise accordingly.
Premiums and Acquisition Costs, page F-13

32.      Please revise your filing to include a tabular roll-forward of
deferred acquisition costs for
         each period presented.
        You may contact John Spitz at 202-551-3484 or Amit Pande, Accounting
Branch Chief,
at 202-551-3423 if you have questions regarding comments on the financial
statements and
related matters. Please contact Sonia Bednarowski at 202-551-3666 or John Dana
Brown at 202-
551-3859 with any other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Finance