UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 27, 2023
Argo Group International Holdings, Ltd.
(Exact Name of Registrant as Specified in Charter)
Bermuda
| | 001-15259
| | 98-0214719
|
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
90 Pitts Bay Road
Pembroke HM 08
Bermuda | P.O. Box HM 1282
Hamilton HM FX
Bermuda |
(Address, Including Zip Code,
of Principal Executive Offices) | (Mailing Address) |
Registrant’s telephone number, including area code: (441) 296-5858
(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(s)
| | Name of each exchange on which registered
|
Common Stock, par value of $1.00 per share
| | ARGO
| | New York Stock Exchange
|
6.500% Senior Notes due 2042 issued by Argo Group U.S., Inc. and the Guarantee with respect thereto
| | ARGD
| | New York Stock Exchange
|
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00% Resettable Fixed Rate Preference Share, Series A, Par Value $1.00 Per Share
| | ARGOPrA
| | 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 Securities 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 2.02. | Results of Operations and Financial Condition. |
On February 27, 2023, Argo Group International Holdings, Ltd. (the “Company”) issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On February 8, 2023, the Company announced it had entered into a definitive agreement and plan of merger with Brookfield Reinsurance Ltd. (the “Merger Agreement”) and BNRE Bermuda Merger Sub Ltd., a wholly owned subsidiary of Brookfield Reinsurance Ltd. (the “Merger Sub”). The Merger Agreement provides that, subject to the satisfaction or waiver of customary closing conditions set forth therein, including approval of the merger by the Company’s shareholders, Merger Sub will merge with and into the Company in accordance with the Bermuda Companies Act 1981 (the “Merger”).
On February 15, 2023, the Company’s board of directors approved the postponement of the 2023 annual general meeting until the second half of 2023, as the Board believes it is in the best interests of all shareholders for the Company to conduct a special general meeting of shareholders to consider the Merger prior to holding the 2023 annual general meeting. The exact date, time and location of the 2023 annual general meeting will be set forth in a notice to shareholders in the Company’s proxy materials that will be filed in connection with the 2023 annual general meeting. If the Merger closes prior to January 1, 2024, the 2023 annual general meeting will not be held.
| Item 9.01. | Financial Statements and Exhibits. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: February 27, 2023 | ARGO GROUP INTERNATIONAL HOLDINGS, LTD. |
| | | |
| | By: | |
| | | Name: Scott Kirk |
| | | Title: Chief Financial Officer |
