As filed with the Securities and Exchange Commission on August 28, 2020
Registration No. 333-225695
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GLOBAL INDEMNITY GROUP, LLC
(Exact name of registrant as specified in its charter)
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Delaware
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85-2619578
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Three Bala Plaza East, Suite 300
Bala Cynwyd, PA 19004
(610) 664-1500
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Thomas M. McGeehan
Chief Financial Officer
Three Bala Plaza East, Suite 300
Bala Cynwyd, PA 19004
(610) 664-1500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David
C. Eisman
Dwight S. Yoo
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
Telephone: (213) 687-5000
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Class A common shares, no par value
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(1)
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(1)
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(1)
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(1)
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(1)
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No additional securities are to be registered, and the registration fee was paid upon filing of the original
Registration Statement on Form S-3 (File No. 333-225695). Therefore, pursuant to Rule 457(p), no further registration fee is required.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become
effective on such date as the Securities and Exchange Commission (the SEC), acting pursuant to said Section 8(a), may determine.