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Common shareholder equity's, mezzanine equity, and non-controlling interests
3 Months Ended
Mar. 31, 2019
Common shareholder's equity, mezzanine equity, and non-controlling interests  
Common shareholder's equity, mezzanine equity, and non-controlling interests

Note 13. Common shareholder’s equity, mezzanine equity, and non-controlling interests

Common shareholder’s equity

The authorized share capital of the Company consists of 500,000,000 Common shares, $0.01 par value per share, and 100,000,000 Preference shares, $0.01 par value per share.

The following table presents changes in the Company’s issued and outstanding Common shares as at March 31, 2019 and 2018, respectively:

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31, 

(Millions)

    

2019

    

2018

Common shares:

 

 

 

 

Shares issued and outstanding, beginning of period

 

115,151,251

 

120,000,000

Issuance of shares to directors and employees

 

111,052

 

 —

Shares issued and outstanding, end of period

 

115,262,303

 

120,000,000

 

Dividends

The Company did not pay dividends to common shareholders during the three months ended March 31, 2019 and 2018.

Mezzanine equity

Series B Preference Shares

On November 5, 2018, in connection with the closing of the Merger, Sirius Group issued 11,901,670 of the 15,000,000 designated Series B preference shares, with a par value of $0.01 per share, as part of the Sirius Group Private Placement. (See Note 3.) 

The Series B preference shares rank senior to common shares with respect to dividend rights, rights of liquidation, winding-up, or dissolution of the Company and junior to all of the Company’s existing and future policyholder obligations and debt obligations. Without the consent of the holders of the Series B preference shares, the Company may not issue any class or series of shares that rank senior or pari passu with the Series B preference shares as to the payment of dividends or as to distribution of assets upon any voluntary or involuntary liquidation, winding-up or dissolution of the Company, if the aggregate gross proceeds from the issuance of all such senior or pari passu shares equals or exceeds $100 million.

The Company adjusts the carrying value of the Series B preference shares to equal the redemption value at the end of each reporting period.  At March 31, 2019 and December 31, 2018, the balance of the Series B preference shares was $240.6 million and $232.2 million, respectively.

Series A Redeemable Preference Shares

In connection with the acquisition of IMG, the Company issued mandatorily convertible stock in the form of Series A redeemable preference shares as a portion of the consideration paid. The Company issued 100,000 of the 150,000 authorized Series A redeemable preference shares to the seller of IMG.  Each Series A redeemable preference share has a liquidation preference per share of $1,000.  

On November 5, 2018, in connection with the closing of the Merger, the Company redeemed the 100,000 outstanding shares of Series A redeemable preference shares for $95.0 million.  Sirius Group recorded a $13.8 million gain on the redemption of the Series A redeemable preference shares.

Non-controlling interests

Non-controlling interests consist of the ownership interests of non-controlling shareholders in consolidated entities and are presented separately on the balance sheet. At March 31, 2019 and December 31, 2018 Sirius Group’s balance sheet included $2.2 million and $1.7 million, respectively, in non-controlling interests.

The following tables show the change in non-controlling interest for the three months ended March 31, 2019 and 2018:

 

 

 

 

 

(Millions)

    

Total

Non-controlling interests as of December 31, 2018

 

$

1.7

Net income attributable to non-controlling interests 

 

 

0.4

Other, net

 

 

0.1

Non-controlling interests as of March 31, 2019

 

$

2.2

 

 

 

 

 

(Millions)

    

Total

Non-controlling interests as of December 31, 2017

 

$

0.2

Net income attributable to non-controlling interests 

 

 

0.2

Other, net

 

 

0.1

Non-controlling interests as of March 31, 2018

 

$

0.5

 

Alstead Re

As of March 31, 2019 and December 31, 2018, Sirius Group recorded non-controlling interest of $2.1 million and $1.7 million, respectively, in Alstead Re Insurance Company (“Alstead Re”). (See Note 16.)