Fidelis receives regulatory approval for MGU and Balance Sheet split

HAMILTON, BERMUDA— 28 November 2022— Fidelis Insurance Holdings Limited (“Fidelis”) today announces that it has received regulatory approval from all relevant regulators for the transaction creating a new Managing General Underwriter (“Fidelis MGU”), separate from the existing balance sheet insurance companies (the “Fidelis Insurance Group”). Approvals or non-objections have been received from the FCA and PRA in the UK, CBI in Ireland, FSMA in Belgium, and BMA in Bermuda.

Originally announced and agreed in July, the transaction is expected to be effective as of 1 January 2023. The Fidelis MGU will be led by Chairman and Chief Executive Officer, Richard Brindle, and Fidelis Insurance Group will be led by Chief Executive Officer, Dan Burrows. All capital and risk transfer resources currently available to Fidelis brokers and clients will continue to be available, ensuring a seamless transition from the current to new structure.

The Fidelis MGU’s principal equity investors at completion will be Capital Z Partners, The Travelers Companies, Inc., Blackstone, Further Global Capital Management and Alfa Insurance. In addition, Blackstone is leading the debt financing to the Fidelis MGU, with Oak Hill Advisors (OHA) and Barings also participating in the debt and providing equity.  The Fidelis Insurance Group capital structure will remain unchanged, as will its investors apart from the purchase of a 9.9% stake in Fidelis Insurance Group by the Fidelis MGU from existing shareholders, creating additional alignment. Richard Brindle and the Fidelis MGU team will have a significant personal stake in the Fidelis Insurance Group at completion as well as being significant shareholders in Fidelis MGU.

Richard Brindle, Chairman & Group Chief Executive Officer and Chief Underwriting Officer of Fidelis, said: “We are delighted to have received confirmation of all necessary regulatory approvals.  This has been a ground-breaking transaction that will enable the separated entities to focus on what they do best, and we are keen to move forward and focus on our clients and brokers. I would like to thank everyone who has been involved in this deal and I am excited for the future of these two entities.”

Dan Burrows, Executive Chairman of Fidelis Bermuda and Managing Director of Fidelis, said: “Receiving regulatory approval is an important step in this intelligent and innovative transaction. Fidelis Insurance Group will benefit from providing long-term capacity to the Fidelis MGU along with mechanisms to ensure alignment between the separated companies. We look forward to the start of this long-term and successful partnership which will be focused on the continued delivery of underwriting outperformance within the insurance and reinsurance sectors.”

Fidelis is being advised on the transaction by Evercore Partners International LLP, Kinmont, Willkie Farr & Gallagher (UK) LLP and PricewaterhouseCoopers LLP. Fidelis’ management team is being advised on the transaction by Mishcon de Reya LLP and BDO LLP. Capital Z Partners, The Travelers Companies, Inc. and Further Global Capital Management are being advised on the transaction by Skadden, Arps, Slate, Meagher & Flom LLP. Blackstone, OHA and Barings are being advised on the transaction by White & Case LLP and Freshfields LLP.

This press release contains statements around the Company’s objectives, intentions and expectations in relation to planned transactions, potential strategic alternatives and business structure generally. Such forward-looking statements are subject to completion deliverables and involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of, or exemptions under, the U.S. Securities Act of 1933, as amended, and other applicable laws.