THIRD POINT REINSURANCE LTD. (NYSE:TPRE) Files An 8-K Entry into a Material Definitive Agreement

On May 24, 2019, Third Point Reinsurance Company Ltd. (\”Third Point Re BDA\”) and Third Point Reinsurance (USA) Ltd. (“Third Point Re USA”) (collectively, “TPRE” or the “Company”) entered into the Amended and Restated Collateral Assets Investment Management Agreement with Third Point LLC (the “Amended Collateral Assets IMA”), effective May 24, 2019, to which Third Point LLC will serve as investment manager of certain investment assets withdrawn from Third Point Enhanced LP (the \”TP Fund\”). The Amended Collateral Assets IMA>will continue in effect thereafter so long as either Third Point Re BDA or Third Point Re USA remains a limited partner of the Second Amended and Restated Exempted Limited Partnership Agreement of TP Fund.

The Amended Collateral Assets IMA>includes provisions limiting liability of Third Point LLC and its affiliates to specified circumstances and providing for indemnification by Third Point Re BDA and Third Point Re USA for certain losses incurred by Third Point LLC and its affiliates.

Third Point Re BDA and Third Point Re USA will be responsible for any and all third party expenses incurred by them or on their behalf that are directly attributable to the management of the withdrawn assets, other than those borne by Third Point LLC. No asset-based or performance-based compensation will be paid to Third Point LLC by Third Point Re BDA or Third Point Re USA under the Amended Collateral Assets IMA.

Upon three business days’ prior written notice, Third Point Re BDA and Third Point Re USA may withdraw all or a portion of the assets managed under the Amended Collateral Assets IMA effective as of any calendar month end or on the close of business on each Wednesday during a month.

A copy of the Amended Collateral Assets IMA>is furnished herewith as Exhibit 10.39 and incorporated by reference herein. The foregoing description of the Amended Collateral Assets IMA>does not purport to be complete and is qualified in its entirety by reference to the full text of such document.

The Company entered into the Amended Collateral Assets IMA>to provide for Third Point LLC\’s management of a substantial portion of the Company\’s assets that are being reallocated from the TP Fund into fixed income strategies. The Company initially reallocated $350 million and expects to reallocate additional amounts from the TP Fund to fixed income strategies over the next few months.

This realignment of the Company’s investment strategy is being driven by several factors, including the following:

Safe Harbor Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that the forward-looking information presented in this Current Report on Form 8-K is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this Current Report on Form 8-K. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “comfortable with,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe”, \”could\”, \”ensure\” or “continue” or the negative thereof or variations thereon or similar terminology. Actual events, results and outcomes may differ materially from the Company’s expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others, the following: results of operations fluctuate and may not be indicative of our prospects; more established competitors; losses exceeding reserves; highly cyclical property and casualty reinsurance industry; downgrade, withdrawal of ratings or change in rating outlook by rating agencies; significant decrease in our capital or surplus; dependence on key executives; dependence on letter of credit facilities that may not be available on commercially acceptable terms; inability to service our

indebtedness; limited cash flow and liquidity due to our indebtedness; inability to raise necessary funds to pay principal or interest on debt; potential lack of availability of capital in the future; credit risk associated with the use of reinsurance brokers; future strategic transactions such as acquisitions, dispositions, mergers or joint ventures; technology breaches or failures, including cyber-attacks; lack of control over Third Point Enhanced LP (“TP Fund”); lack of control over the allocation and performance of TP Fund’s investment portfolio; dependence on Third Point LLC to implement TP Fund’s investment strategy; limited ability to withdraw our capital accounts from TP Fund; decline in revenue due to poor performance of TP Fund’s investment portfolio; TP Fund’s investment strategy involves risks that are greater than those faced by competitors; termination by Third Point LLC of our or TP Fund’s investment management agreements; potential conflicts of interest with Third Point LLC; losses resulting from significant investment positions; credit risk associated with the default on obligations of counterparties; ineffective investment risk management systems; fluctuations in the market value of TP Fund’s investment portfolio; trading restrictions being placed on TP Fund’s investments; limited termination provisions in our investment management agreements; limited liquidity and lack of valuation data on certain TP Fund’s investments; U.S. and global economic downturns; specific characteristics of investments in mortgage-backed securities and other asset-backed securities, in securities of issues based outside the U.S., and in special situation or distressed companies; loss of key employees at Third Point LLC; Third Point LLC’s compensation arrangements may incentivize investments that are risky or speculative; increased regulation or scrutiny of alternative investment advisers affecting our reputation; suspension or revocation of our reinsurance licenses; potentially being deemed an investment company under U.S. federal securities law; failure of reinsurance subsidiaries to meet minimum capital and surplus requirements; changes in Bermuda or other law and regulation that may have an adverse impact on our operations; Third Point Re and/or Third Point Re BDA potentially becoming subject to U.S. federal income taxation; potential characterization of Third Point Re and/or Third Point Re BDA as a passive foreign investment company; subjection of our affiliates to the base erosion and anti-abuse tax; potentially becoming subject to U.S. withholding and information reporting requirements under the Foreign Account Tax Compliance Act; and other risks and factors listed under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and other periodic and current disclosures filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date made and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

(d) Exhibits

Third Point Reinsurance Ltd. Exhibit
EX-10.39 2 exhibit1039amendedcollater.htm EXHIBIT 10.39 Exhibit EXECUTION VERSION AMENDED AND RESTATED COLLATERAL ASSETS INVESTMENT MANAGEMENT AGREEMENTTHIS AMENDED AND RESTATED COLLATERAL ASSETS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of May 24,…
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About THIRD POINT REINSURANCE LTD. (NYSE:TPRE)

Third Point Reinsurance Ltd. is a holding company. Through the Company’s reinsurance subsidiaries, it provides property and casualty reinsurance coverage to insurance and reinsurance companies. The Company operates through two segments: Property and Casualty Reinsurance, and Catastrophe Risk Management. The Property and Casualty Reinsurance segment provides reinsurance products to insurance and reinsurance companies, government entities, and other risk bearing vehicles. The Catastrophe Risk Management segment is engaged in the underwriting of property catastrophe exposures. The Company’s investable assets are managed by its investment manager, Third Point LLC. The Company writes reinsurance contracts that provide protection against adverse development on loss reserves. Through Third Point LLC, the Company makes investments globally in all sectors, and in equity, credit, commodity, currency, options and other instruments. The Company’s business is sourced through reinsurance brokers.