8-K
filed November 16, 2023, 6:59 PM ET
CIK 0001091748
M&A
confidence high
sentiment neutral
materiality 0.85
Argo Group International Holdings, Inc.: M&A transaction — Brookfield Reinsurance completes $1.1B all-cash acquisition of Argo Group at $30/share
Argo Group International Holdings, Inc.
- Argo shareholders received $30 cash per common share; aggregate consideration ~$1.1B.
- Argo common shares delisted from NYSE; company becomes wholly owned subsidiary of Brookfield Reinsurance.
- Jessica Snyder appointed as Argo CEO, succeeding Thomas Bradley who retired.
- Scott Kirk to resign as CFO effective Dec 1, 2023; Christopher Donahue named Senior VP Finance.
- Brookfield Reinsurance’s total assets exceed $50B after the acquisition.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas A. Bradley retired as Chief Executive Officer at Argo Group International Holdings, Inc..
- Action
- retired
- Role
- Chief Executive Officer
Exact text from the filing
Thomas A. Bradley retired from his position as Chief Executive Officer of the Company, and ceased to be an officer and employee of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bernard C. Bailey departed as Director at Argo Group International Holdings, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
at the Effective Time, each of the six directors of the Company prior to consummation of the Merger (Bernard C. Bailey, Thomas A. Bradley, Dymphna A. Lehane, Samuel G. Liss, Carol A. McFate and Al-Noor Ramji) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carol A. McFate departed as Director at Argo Group International Holdings, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
at the Effective Time, each of the six directors of the Company prior to consummation of the Merger (Bernard C. Bailey, Thomas A. Bradley, Dymphna A. Lehane, Samuel G. Liss, Carol A. McFate and Al-Noor Ramji) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Seamus M. MacLoughlin was appointed as Director at Argo Group International Holdings, Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
the directors of Merger Sub in office immediately prior to consummation of the Merger (Seamus M. MacLoughlin, Gregory N. McConnie and Gregory E. Morrison) became the directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Samuel G. Liss departed as Director at Argo Group International Holdings, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
at the Effective Time, each of the six directors of the Company prior to consummation of the Merger (Bernard C. Bailey, Thomas A. Bradley, Dymphna A. Lehane, Samuel G. Liss, Carol A. McFate and Al-Noor Ramji) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas A. Bradley departed as Director at Argo Group International Holdings, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
at the Effective Time, each of the six directors of the Company prior to consummation of the Merger (Bernard C. Bailey, Thomas A. Bradley, Dymphna A. Lehane, Samuel G. Liss, Carol A. McFate and Al-Noor Ramji) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory E. Morrison was appointed as Director at Argo Group International Holdings, Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
the directors of Merger Sub in office immediately prior to consummation of the Merger (Seamus M. MacLoughlin, Gregory N. McConnie and Gregory E. Morrison) became the directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory N. McConnie was appointed as Director at Argo Group International Holdings, Inc..
- Action
- became director
- Role
- Director
Exact text from the filing
the directors of Merger Sub in office immediately prior to consummation of the Merger (Seamus M. MacLoughlin, Gregory N. McConnie and Gregory E. Morrison) became the directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jessica Snyder was appointed as Chief Executive Officer at Argo Group International Holdings, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Jessica Snyder has been appointed to serve as Chief Executive Officer of the Company effective as of November 16, 2023 (the “ Commencement Date ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dymphna A. Lehane departed as Director at Argo Group International Holdings, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
at the Effective Time, each of the six directors of the Company prior to consummation of the Merger (Bernard C. Bailey, Thomas A. Bradley, Dymphna A. Lehane, Samuel G. Liss, Carol A. McFate and Al-Noor Ramji) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Al-Noor Ramji departed as Director at Argo Group International Holdings, Inc..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
at the Effective Time, each of the six directors of the Company prior to consummation of the Merger (Bernard C. Bailey, Thomas A. Bradley, Dymphna A. Lehane, Samuel G. Liss, Carol A. McFate and Al-Noor Ramji) ceased to be directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Argo Group International Holdings, Inc.: Adoption of new memorandum of association and bye-laws of surviving company following merger.
Exact text from the filing
the memorandum of association and bye-laws of Merger Sub immediately prior to the Effective Time became the memorandum of association and bye-laws, respectively, of the Surviving Company
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Argo Group International Holdings, Inc. underwent a change of control involving Brookfield Reinsurance Ltd. for $30.00 per share (closed 2023-11-16).
- Action
- change of control
- Counterparty
- Brookfield Reinsurance Ltd.
- Consideration
- $30.00 per share
- Closing
- 2023-11-16
Exact text from the filing
indirect wholly owned subsidiary of the Company or Brookfield Reinsurance), was automatically canceled and converted into the right to receive an amount in cash equal to $30.00, without interest (the “ Merger Consideration ”). At the Effective Time, each issued and outstanding depositary share, each representing a 1/1,000 th interest in a 7.00%
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.