Good morning, ladies and gentlemen, and welcome to the Third Point Re and Sirius Group's Merger Announcement Call. As a reminder, this conference is being recorded, and we will not be opening the call for questions. I would now like to turn the call over to Mr. Chris Coleman. Please go ahead, sir.

Thank you, operator, and good morning, everyone. Thank you for joining our presentation to announce Third Point Re's combination with Sirius Group and the anticipated creation of SiriusPoint. I'm Chris Coleman, Chief Financial Officer of Third Point Re. On the call today are Josh Targoff, who has served as Chairman of Third Point Re and is currently a member of our Board; Sid Sankaran, the new Chairman of Third Point Re, who will also serve as Chairman and Chief Executive Officer of SiriusPoint; and Dan Malloy, Chief Executive Officer of Third Point Re. We are here today to tell you more about this exciting transaction. As a reminder, we have posted a presentation that will be referenced during this call as well as a press release outlining the transaction to the Investor Relations section of our website. Before we start, I would like to remind you that comments today regarding the company's future business plans, prospects and financial performance are forward-looking statements that we make pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are made based on management's current knowledge and assumptions about future events and may involve risks and uncertainties that could cause actual results to differ materially from our expectations. In providing projections and other forward-looking statements, the company disclaims any intent or obligation to update them. For additional information on important factors that could affect these expectations, please see our annual report for the year ended December 31, 2019, and our subsequent filings made with the U.S. Securities and Exchange Commission. This communication does not constitute an offer to sell or the solicitation of any offer to buy any securities or solicitation of any vote or approval. In connection with the proposed merger, the companies intend to file a registration statement on Form S-4, containing a proxy statement prospectus with the SEC, and you should read the proxy statement prospectus when it becomes available because it will contain important information. Both companies and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders in respect of the proposed merger. Information about each company's directors and executive officers is set forth in their respective 10-Ks and other reports filed with the SEC. You may obtain additional information regarding the interest of such participants by reading the proxy statement prospectus regarding the proposed merger when it becomes available. I will now turn the call over to Josh Targoff.

Thanks, Chris, and hi, everyone. Let's start with Slide 3. I've been involved with Third Point Re since its inception in 2011, and the creation of SiriusPoint is an exciting inflection point that marks a compelling path forward in creating value for all our stakeholders. We will be a strong, top-tier global reinsurer, well positioned to capitalize on the unique market opportunity that is currently underway. As many of you already know, Third Point Re has done substantial work over the past 18 months to accelerate our transformation into a global specialty reinsurance company. This has meant a steady focus on underwriting profitability and expansion into more profitable lines with marked success. In addition to the work we have done organically, we have been looking for a partner to allow us to advance and accelerate our progress. As a result, when Sirius Group began its strategic review earlier this year, we were immediately interested in light of their significant underwriting capabilities across key lines on a global scale. We believe that the industrial logic of the transaction is compelling, and we're confident that our stakeholders will now agree. Our evolution as an enterprise is worth emphasizing. Many of you know that we started out as a reinsurer focused on total return, generating float by writing low-volatility, long-dated reinsurance. During our first several years of operations under that model, we experienced some success. Over time, however, we came to realize the limitations of the model. It was difficult to find profitable, low-volatility underwriting business, and the inherent volatility of our strong investment returns was off-putting to many insurance investors. Now we are poised for a new chapter on our evolution, one that introduces new paradigm of a reinsurer partnering with an investment firm. With the creation of SiriusPoint, we have a…

Thanks, Josh, and hi, everyone. I look forward to speaking with each of you in the months and years to come. For those of you who don't know me, I'm an actuary by training and spent almost a decade at AIG, first as Chief Risk Officer and then as CFO. I've had a great experience being part of the Third Point Re Board for the past year, and I'm thrilled to have this opportunity to take the combined company to a new level of success. I'm really looking forward to working with Dan, Steve and the rest of the SiriusPoint team to realize our vision. Josh has given you good perspective on how we got to where we are. Now let me tell you why I'm so excited about our future, which you can see summarized on Slide 5. The primary reason this is a strategic transaction for us is the people of Sirius Group. They bring deep experience and expertise in underwriting, with employee specialists across the globe. It's been clear to me in meeting with the team that Sirius has terrific underwriting talent and that they're deeply dedicated to their clients and excited to take the next step with me to growing the business profitably. The bottom line in our business is that underwriting comes first. This is a team that is excited for the future. It's also very clear that this transaction is transformative for us based on the platform and capabilities that we can now bring to the table. A number of differentiators will drive our success. First, we'll have a global platform with access to admitted and nonadmitted paper in Europe, the U.S., Bermuda and Lloyd's. We will offer clients and brokers a diverse reinsurance franchise, including a niche, hard-to-replicate European branch network, specialized A&H…

Thanks, Sid, and good morning, everyone. I've been in the reinsurance business for almost 40 years and at Third Point Re for almost 9. I can't remember the last time I've been so excited about our prospects. As you heard today, this transaction is all about focusing on our underwriting talent in order to capitalize on market opportunities. We have the capital, the platforms and the people to support a wide range of clients and profitably grow our business. Slide 9 shows what the addition of Sirius brings to our company. It is a respected global reinsurer with a 75-year history of partnering with clients and brokers. Their team shares with ours a strong underwriting culture and a commitment to fostering relationships. I know, respect and have done business over the years with many of my future colleagues. Sirius has developed an extensive branch system that offers a range of products to clients in more than 150 countries, meaningfully expanding our profile. Their integrated A&H business includes ownership of 2 MGUs, which are big contributors to success in specialty areas of the business and sinks with our ongoing effort to forge closer ties with specialty lines, distribution and underwriting. We're also excited about the specialty lines operation, a commercial insurance business that is demonstrating strong growth in the U.S. I know many teams that are interested in such a platform and expect it will accelerate our strategic investment and reinsurance ROFR initiatives, which accounts for about 10% of TPRE's 2020 projected volume. Sirius Group's global solutions and runoff business is also expected to add value as demand for its coverages and claims handling is expected to increase, and it complements our capital relief product offering. Moving to Slide 10. Here's how the combined platform will look on a pro forma…

Thanks, Dan. Please turn to Slide 13. The total deal consideration is estimated at $788 million, which comprises stock, cash and other contingent value components, representing approximately 80% of Sirius Group's reported tangible book value as of June 30, 2020. The transaction is structured to provide Sirius shareholders with optionality to receive immediate cash value for their shares or to continue as SiriusPoint shareholders with the ability to participate in the company's future success. All shareholders of Sirius will have the ability to elect one of three options: one, $9.50 in cash per share; two, Third Point Re shares plus a contingent value right, which, taken together, guarantee that on the second anniversary of the closing date, the electing shareholders will have received equity and cash of at least $13.73 per share in value; or three, a combination of cash, Third Point Re shares, 5-year warrants and an upside right. The third option also contains Series A preference shares as part of the consideration package with an expected value of $100 million that will be settled into common shares at the 3-year anniversary, subject to an adjustment based on each company's respective COVID losses. Given the uncertainty around the ultimate impact of COVID-19 to each company's loss estimates, this mechanism provides shareholders of each company with protection should either company's ultimate COVID losses develop more than the other relative to current expectations. CMIG, Sirius Group's majority shareholder representing approximately 96% of Sirius Group's outstanding shares, has agreed to select the third option. They believe in the value creation potential of the combined company and are taking a majority of their consideration and shares and other contingent value instruments with significant upside potential. CMIG has also agreed to a 9.9% voting cap that will eliminate any historical stakeholder concerns relating to…

Thank you, Chris. In closing, SiriusPoint will be an entirely new class of reinsurer, uniquely positioned to capitalize on the market opportunities ahead. We'd like to thank you for your time and continued support of both Third Point Re and Sirius Group, and we look forward to our engagement with you as we work towards close and embark on our exciting future.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.