FIDELIS INSURANCE HOLDINGS LIMITED [ ● ] Common Shares Underwriting AgreementUnderwriting Agreement • June 20th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance • New York
Fidelis Insurance Holdings Limited, an exempted company organized under the laws of Bermuda (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ● ] common shares, par value $0.01 per share, of the Company, and certain shareholders of the Company listed in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [ ● ] common shares of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [ ● ] common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
FIDELIS INSURANCE HOLDINGS LIMITED, as Issuer and THE BANK OF NEW YORK MELLON, as Trustee, Registrar, Transfer Agent and Paying Agent INDENTURE Dated as of June 18, 2020 $300,000,000 4.875% SENIOR NOTES DUE 2030Indenture • April 14th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance • New York
This INDENTURE, dated as of June 18, 2020, among FIDELIS INSURANCE HOLDINGS LIMITED, a Bermuda exempted company with limited liability, as the issuer (the “Company”), and The Bank of New York Mellon, not in its individual capacity but solely as Trustee, Registrar, Transfer Agent and Paying Agent (the “Trustee”).
DATED 20 December 2022 FIDELIS INSURANCE BERMUDA LIMITED and SHELF OPCO BERMUDA LIMITED BINDER AGREEMENT relating to PROJECT COOPERBinder Agreement • June 9th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance
FIDELIS INSURANCE HOLDINGS LIMITED, as Issuer and THE BANK OF NEW YORK MELLON, as Trustee, Registrar, Transfer Agent and Paying Agent INDENTURE Dated as of October 16, 2020 $105,000,000 6.625% FIXED-RATE RESET JUNIOR SUBORDINATED NOTES DUE 2041Indenture • April 14th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance • New York
This INDENTURE, dated as of October 16, 2020, among FIDELIS INSURANCE HOLDINGS LIMITED, a Bermuda exempted company with limited liability, as the issuer (the “Company”), and The Bank of New York Mellon, not in its individual capacity but solely as Trustee, Registrar, Transfer Agent and Paying Agent (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • April 14th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance • New York
SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture”), dated as of October 20, 2020, between Fidelis Insurance Holdings Limited, a Bermuda exempted company with limited liability (the “Issuer”) and The Bank of New York Mellon, not in its individual capacity but solely as trustee, registrar, transfer agent and paying agent (the “Trustee”).
ContractCooperation Agreement • June 23rd, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Such redactions can be identified by “[***]” where information has been omitted.
FIDELIS INSURANCE HOLDINGS LIMITED THIRD AMENDMENT TO THE COMMON SHAREHOLDER REGISTRATION RIGHTS AGREEMENTCommon Shareholder Registration Rights Agreement • April 14th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance
This THIRD AMENDMENT TO THE COMMON SHAREHOLDER REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is made as of July 13, 2021, by FIDELIS INSURANCE HOLDINGS LIMITED, a Bermuda exempted company with limited liability (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement (as defined herein).
FIDELIS INSURANCE HOLDINGS LIMITED SECOND AMENDMENT TO THE COMMON SHAREHOLDER REGISTRATION RIGHTS AGREEMENTCommon Shareholder Registration Rights Agreement • April 14th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance
This SECOND AMENDMENT TO THE COMMON SHAREHOLDER REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is made as of February 3, 2020, by FIDELIS INSURANCE HOLDINGS LIMITED, a Bermuda exempted company with limited liability (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement (as defined herein).
FIDELIS INSURANCE HOLDINGS LIMITED AMENDED AND RESTATED COMMON SHAREHOLDERS AGREEMENT June 16, 2023Common Shareholders Agreement • June 20th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance • New York
This AMENDED AND RESTATED COMMON SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of June 16, 2023, by and among, Fidelis Insurance Holdings Limited, a Bermuda exempted company with limited liability (the “Company”), Crestview FIHL Holdings, L.P., a Cayman Islands limited partnership, Crestview FIHL TE Holdings, Ltd, a Cayman Islands limited company, Crestview IV FIHL Holdings, L.P., a Cayman Islands limited partnership and Crestview IV FIHL TE Holdings LLC, a Cayman Islands limited liability company (collectively, “Crestview”), CVC Falcon Holdings Limited, a Jersey limited liability company (“CVC”), Pine Brook Feal Intermediate, L.P., a Cayman Islands limited partnership (“Pine Brook,” and together with Crestview and CVC, the “Principal Shareholders,” and each individually, a “Principal Shareholder”) and Shelf Holdco II Limited (“MGU HoldCo,” and together with the Principal Shareholders, the “Shareholders” and each individually, a “Shareholder”).
FIDELIS INSURANCE HOLDINGS LIMITED COMMON SHAREHOLDER REGISTRATION RIGHTS AGREEMENT June 9, 2015Joinder Agreement • April 14th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance • New York
This COMMON SHAREHOLDERS’ REGISTRATION AGREEMENT (this “Agreement”) is made as of June 9, 2015, by and among FIDELIS INSURANCE HOLDINGS LIMITED, a Bermuda exempted company with limited liability (the “Company”), the holders of the Common Shares of the Company who acquired Common Shares on or prior to the Closing Date in connection with the offering of Common Shares contemplated by the PPM (the “Existing Shareholders”) and the holders of the Warrants of the Company who acquired Warrants on or prior to the Closing Date in connection with the issuance of Warrants contemplated by the PPM (the “Existing Warrantholders”). The Existing Shareholders, the Existing Warrantholders and any other holder of Common Shares or Warrants of the Company who agrees in writing to become bound by this Agreement, and each of their respective successors and permitted assignees, are collectively referred to herein as the “Shareholders” and each individually as a “Shareholder.”
DATED 20 December 2022 SHELF HOLDCO II LIMITED and FIDELIS INSURANCE HOLDINGS LIMITED FRAMEWORK AGREEMENT In respect of Binder Agreements relating to PROJECT COOPER CityPoint 1 Ropemaker Street London EC2Y 9AWFramework Agreement • June 9th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance
FIDELIS INSURANCE HOLDINGS LIMITED FIRST AMENDMENT TO THE COMMON SHAREHOLDER REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance
This FIRST AMENDMENT TO THE COMMON SHAREHOLDER REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is made as of November 25, 2019, by FIDELIS INSURANCE HOLDINGS LIMITED, a Bermuda exempted company with limited liability (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement (as defined herein).
INDEMNIFICATION AGREEMENT FIDELIS INSURANCE HOLDINGS LIMITEDIndemnification Agreement • June 20th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance • New York
This Indemnification Agreement (this “Agreement”), made and entered into as of ________________, 2023, by and between Fidelis Insurance Holdings Limited, a Bermuda exempted company with limited liability (the “Company”), and ___________________ (“Indemnitee”).
DATED 20 December 2022 FIDELIS INSURANCE HOLDINGS LIMITED as Service Recipient SHELF HOLDCO II LIMITED as Service Provider INTER-GROUP SERVICES AGREEMENT RELATING TO PROJECT COOPERFidelis Insurance Holdings LTD • June 9th, 2023 • Fire, marine & casualty insurance • England and Wales
