SG Sirius International Insurance Group Ltd

Item 2.01. Completion of Acquisition or Disposition of Assets.

On February 26, 2021, pursuant to the Merger Agreement, the Merger was consummated and became effective as of the Effective Time. As a result of the Merger, among other things, TPRE became the ultimate parent of the Surviving Company and its subsidiaries. The Merger and the Merger Agreement were previously described in the Joint Proxy Statement/Prospectus.

Pursuant to the Merger Agreement, at the Effective Time, each share, par value $1.00 per share, of Merger Sub, issued and outstanding immediately prior to the Effective Time, was converted into and became one duly authorized, validly issued, fully paid and non-assessable common share, par value $0.01 per share, of the Surviving Company.

Pursuant to the Merger Agreement, at the Effective Time, all common shares, par value $0.01 per share, of the Company (“Sirius Shares”) that were owned by the Company as treasury shares and any Sirius Shares issued and outstanding immediately prior to the Effective Time and owned by the Company, TPRE, Merger Sub or any other direct or indirect wholly owned subsidiary of the Company or TPRE immediately prior to the Effective Time (in each case, other than those held on behalf of any third party) were automatically canceled and ceased to exist and to be outstanding, and no consideration was delivered in exchange therefor.

Pursuant to the Merger Agreement, at the Effective Time, each Sirius Share that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into, and thereafter represented the right to receive, one of the following consideration options (collectively, the “Merger Consideration”), in each case, without interest, at the shareholder’s election:

The Sirius Shares will be suspended from trading on the NASDAQ Global Select Market (“NASDAQ”) prior to the opening of trading on March 1, 2021. TPRE Shares will continue regular-way trading on the New York Stock Exchange using TPRE’s trading history under the ticker symbol “SPNT” immediately following the suspension of trading of Sirius Shares. The description of TPRE Shares set forth in the Joint Proxy Statement/Prospectus is incorporated herein by reference.

The description of the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference. This summary is not intended to modify or supplement any factual disclosures about the Company or TPRE and should not be relied upon as disclosure about the Company and TPRE filed with the SEC. The terms of the Merger Agreement govern the contractual rights and relationships between, and allocate risks among, the parties thereto in relation to the transactions contemplated thereby. In particular, the representations and warranties made by the parties to each other in the Merger Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations among the parties, correspondence between the parties and disclosure schedules to the Merger Agreement. Accordingly, such representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and should not be relied upon as statements of fact.

The information set forth in the “Explanatory Note” of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.