8-K
false 0001091748 0001091748 2021-12-20 2021-12-20 0001091748 us-gaap:CommonStockMember 2021-12-20 2021-12-20 0001091748 argo:GuaranteeofArgoGroupU.S.Inc.6.500SeniorNotesdue2042Member 2021-12-20 2021-12-20 0001091748 argo:DepositarySharesEachRepresentingA11000thInterestInA7.00ResettableFixedRatePreferenceShareSeriesAParValue1.00PerShareMember 2021-12-20 2021-12-20

 

 

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): December 20, 2021

 

 

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

P.O. Box HM 1282

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

Not Applicable

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communication 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
Guarantee of Argo Group U.S., Inc. 6.500% Senior Notes due 2042   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 7.01.

Regulation FD Disclosure

The Company issued a press release dated December 20, 2021, announcing the entry into an agreement to sell its Malta business operations, ArgoGlobal Holdings (Malta) Ltd. and its subsidiaries, to Riverstone Holdings Limited (part of the RiverStone International group), an industry-leading acquirer and reinsurer of legacy and discontinued insurance businesses. The closing of the transaction is subject to regulatory approval and is expected to occur during the first half of 2022. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

 

No.

  

Exhibit

99.1    Press Release issued by Argo Group International Holdings, Ltd. dated December 20, 2021
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

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: December 20, 2021     ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
    By:  

/s/ Scott Kirk

    Name:   Scott Kirk
    Title:   Chief Financial Officer
EX-99.1

Exhibit 99.1

Argo Group Announces Sale of ArgoGlobal SE

HAMILTON, BERMUDA – Dec. 20, 2021 – Argo Group International Holdings Ltd. (NYSE: ARGO), an underwriter of specialty insurance, today announced an agreement to sell its Malta business operations, ArgoGlobal Holdings (Malta) Ltd. and its subsidiaries, to Riverstone Holdings Limited (part of the RiverStone International group), an industry-leading acquirer and reinsurer of legacy and discontinued insurance businesses. Closing of the transaction is subject to regulatory approval and is expected to occur during the first half of 2022.

“This sale supports our strategy to focus on U.S.-based specialty insurance risks,” said Andy Borst, interim president of international operations. ArgoGlobal SE business was primarily focused on insuring risks in Europe and has not been actively underwriting business since 2020.

“We are delighted to have executed a second legacy transaction with the Argo Group, which strengthens our important business relationship,” said Luke Tanzer, RiverStone International’s CEO. “We look forward to working closely with Argo through the completion phase and to continue to service ArgoGlobal SE policyholders and claimants to the high standards currently provided.”

The terms of the agreement were not disclosed.

ABOUT ARGO GROUP INTERNATIONAL HOLDINGS LTD.

Argo Group International Holdings Ltd. (“Argo”) (NYSE: ARGO) is an underwriter of specialty insurance products in the property and casualty market. Argo offers a full line of products and services designed to meet the unique coverage and claims-handling needs of businesses in two primary segments: U.S. Operations and International Operations. Argo and its insurance subsidiaries are rated “A-” by Standard & Poor’s. Argo’s insurance subsidiaries are rated “A-” by AM Best. More information on Argo and its subsidiaries is available at argogroup.com.

ABOUT RIVERSTONE INTERNATIONAL

RiverStone International is an industry-leading acquirer and reinsurer of legacy and discontinued insurance business. Operating in the U.K. company and Lloyd’s of London markets, RiverStone International has transacted a wide variety of deals – from insurance and reinsurance portfolio transfers to company purchases. RiverStone International’s highly skilled and tenured professionals employ ownership, accountability, commitment, and an open and flexible approach to all transactions to provide transactional certainty, deliver desired outcomes and maintain clients’ reputations. For further information about RiverStone International please visit rsml.co.uk.

###

Investors:

Greg Charpentier

Investor Relations

646-312-6622

gregory.charpentier@argogroupus.com

 

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Media:

David Snowden

Senior Vice President, Argo Group Communications

210-321-2104

david.snowden@argogroupus.com

Federica Aversa

Global Brand & Communications Manager

+44 (0) 207 398 4329

federica.aversa@rsml.co.uk

 

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