--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-118922" form_type: "8-K" ticker: null cik: "0001091748" company_name: "Argo Group International Holdings, Inc." filed_at: "2023-11-16T23:59:59+00:00" generated_at: "2026-06-08T00:50:57.281343+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Brookfield Reinsurance completes $1.1B all-cash acquisition of Argo Group at $30/share ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-118922 - form_type: 8-K - cik: 0001091748 - company_name: Argo Group International Holdings, Inc. - filed_at: 2023-11-16T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/tm2330620d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-118922 - JSON: https://secwatch.observer/filing/0001104659-23-118922.json - Plain text: https://secwatch.observer/filing/0001104659-23-118922.txt ## Key facts - Executive change Thomas A. Bradley retired as Chief Executive Officer at Argo Group International Holdings, Inc.. - Action: retired - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - Executive change Bernard C. Bailey departed as Director at Argo Group International Holdings, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - Executive change Carol A. McFate departed as Director at Argo Group International Holdings, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - Executive change Seamus M. MacLoughlin was appointed as Director at Argo Group International Holdings, Inc.. - Action: became director - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - Executive change Samuel G. Liss departed as Director at Argo Group International Holdings, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - Executive change Thomas A. Bradley departed as Director at Argo Group International Holdings, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - Executive change Gregory E. Morrison was appointed as Director at Argo Group International Holdings, Inc.. - Action: became director - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - Executive change Gregory N. McConnie was appointed as Director at Argo Group International Holdings, Inc.. - Action: became director - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - Executive change Jessica Snyder was appointed as Chief Executive Officer at Argo Group International Holdings, Inc.. - Action: appointed - Role: Chief Executive Officer source text: Jessica Snyder has been appointed to serve as Chief Executive Officer of the Company effective as of November 16, 2023 (the “ Commencement Date ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - Executive change Dymphna A. Lehane departed as Director at Argo Group International Holdings, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - Executive change Al-Noor Ramji departed as Director at Argo Group International Holdings, Inc.. - Action: ceased to be director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - Governance Changes Argo Group International Holdings, Inc.: Adoption of new memorandum of association and bye-laws of surviving company following merger. source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm - M&A Transactions 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 source text: 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% evidence_url: https://www.sec.gov/Archives/edgar/data/1091748/000110465923118922/0001104659-23-118922-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.