Current Price: $12.38 ($5.25 SSPCF + $7.13 for partial SPNT)
Offer Price: $13.73
Expiration Date: February 26th, 2023
SSPCF is the ticker for SiriusPoint’s contingent value rights (CVRs), which were issued in conjunction with the merger between Third Point Reinsurance (TPRE) and Sirius International Insurance Group. The CVR agreement entails that 2 years after the merger closes (26th of Feb’23), each CVR will receive cash payout that equals $13.73 less 0.743 SPNT shares. The CVRs started trading on the 16th of June and currently are priced at $5.25/share. Meanwhile, SPNT stands at $9.59/share. Setting up the trade as long 0.743 SPNT + long 1 CVR at current prices gets you two things:
- A payment of $13.73/share in 1.5 years vs $12.38/share cash outflow today, i.e. 11% upside.
- A built-in SPNT call option with $18.5 exercise price.
In effect, you are getting a free out-of-the-money call option + an unsecured bond with maturity in 1.5 years at 10% below par. For comparison, SPNT senior unsecured bonds expiring in Nov’26 (i.e. 5.5 years out) are currently priced at 3.5% YTM, its series B pref shares trade 7% yield, and one-year treasuries are yielding close to zero. I do not believe there are any fundamental reasons for such price disconnect and the situation likely exists mainly due to low liquidity and obscurity of CVR.
The only risk (and let me know if I am wrong here) is that SPNT won’t be able to cover the CVR cash portion at the maturity date. However, the chance of this happening is close to zero. At current prices, the total CVR payment would amount to just $31m (4.7m CVRs were issued), which is a pretty negligible sum for a $1.6bn market cap company. Even if the stock price somehow drops to $6/share (COVID low), the CVR payment would still be only $43m. Overall, one needs to assume a pretty extreme bad case scenario in order for SPNT not to be able to pull enough cash for CVR payment in Q1’23.
Aside from this risk, there are two tiny nuances here. According to the CVR agreement: (1) the CVRs will be forfeited if SPNT 14-day VWAP goes above $18.50/share; (2) the company can redeem CVRs prior to the maturity date at the present value of $13.73/share discounted at 2.75% annual rate from the maturity date to the last 14 day period from the redemption notice. The first nuance is not really an issue, as the intrinsic value of CVR would be zero in that case anyways, while the second one (redemption) is quite unlikely in the short term. Premature redemption at current prices or any price, in general, would signal that the management doesn’t believe in further appreciation of the stock in the short term, which is simply the opposite of what they are communicating and are trying to achieve (close the 37% price gap to BV). In any case, 11% margin of safety is more than enough to offset the discount rate of the early redemption.
For the OTM option part of the equation, it is difficult to say whether going beyond $18.50/share is likely before Feb’23. The company currently trades at 0.63x BV vs 1xBV+ peer valuations. The reinsurance industry is recovering with more rational pricing across the board. If SPNT’s operational transformation proves to be successful, there is a non-zero chance that the stock could reach $18.50/share over the next 1.5 years. A number of other aspects, including actions of the largest SPNT shareholder (owns 41%) also point out this conclusion. The rest of the write-up will most focus on this optionality part.
More details and background on the merger leading to the issuance of CVRs can be found on the previous SSI write-up and the discussion section.
SiriusPoint background and ongoing transformation
The company was founded by Daniel Loeb in 2011 and went public in 2013 with an IPO price of $12.50/share. TPRE acquired SG on the 26th of February’21 and changed the name to SiriusPoint. Over the years, TPRE tried to combine safer, low volatility underwriting and focus on higher investment returns driven by Third Point hedge fund, which managed a major part of their investment portfolio. However, this strategy did not work out that well – although the investment returns were superior, the return volatility was quite high, and the underwriting part of the business was on average carried out at a loss. Naturally, the company was written off by the traditional insurance/reinsurance investors who left it trading at a significant discount to BV. Since 2019 the company started a transformation with the goal of focusing on more profitable reinsurance lines, entered property catastrophe business (most profitable yet volatile segment in the industry) and in 2020/2021 merged with SG. The merger was aimed to speed up the transformation, increase scale, diversify the portfolio and stabilize the investment portfolio returns. The company has also changed some of its executives with the new chair/CEO and CFO coming from AIG and introduced new business segmentation:
- A&H (accident and health) – Global A&H reinsurance underwriting business;
- Specialty – specialty reinsurance product offerings, which includes Marine & Energy, Credit, Casualty and Other Specialty;
- Property – property catastrophe reinsurance, property risk and pro rata reinsurance;
- Runoff & Other – retroactive reinsurance contracts consisting of loss portfolio transfers, adverse development covers and other forms of reserve reinsurance providing indemnification of loss and loss adjustment expense reserves with respect to past loss events.
Management of the merged SPNT has already started rebalancing the portfolio by reducing unprofitable business and catastrophe volatility. The company now intends to focus on growing non-cat business lines, primarily accident & health and specialty segments due to their superior risk/return profiles. From the investment portfolio side, one of the goals of this merger was to reduce the market overhang of TPRE being viewed as a captive vehicle for Third Point hedge fund. Under the new investment management strategy, the company has outsourced its fixed income & collateral investments to third-party asset managers (75% of the portfolio), while leaving the alternative (risk assets) to Third Point (25% of portfolio). SPNT believes this will allow them to reduce portfolio returns and still generate superior ROE vs peers. Management is now working towards closing the discount to BV (SPNT trades at 0.63x) and generating stable double-digit ROE (Q1 call):
At a closing price on Friday of $10.67 per share, SiriusPoint is trading at a meaningful discount to book value, which we expect will close over time as we produce consistent underwriting profits and less volatile overall returns. Third, generating returns on equity in excess of our cost of capital. As underwriting results improve, sustainable higher ROEs will follow.
Below you can see the backdated historical pro-forma view on the combined company (SPNT provides the info here) as well as the recent Q1’21 results. Q1 performance was very positive so far, although it doesn’t reflect any merger related synergies/benefits yet.
Note 1: SPNT doesn’t provide separate details on the Runoff & Other segment.
Note 2: Q1’21 BV drop is attributed due to an increased share count post-merger.
- Dan Loeb – 9.4%;
- CM Bermuda – 41%;
- Vanguard – 5%;
- Management – 4%.
A few notes on the potential optionality
It is not the goal of this write-up to convince you that SPNT will surely reach $18.50/share before the CVRs maturity date as the company is still in the process of transformation and 1.5 year timeline is long enough for the “unexpected” events to take place.
The reinsurance industry itself is swiftly recovering post-COVID and so far it seems like the reinsurance rates are hiking up, meaning more profitable underwriting. In May’s Q1’21 call, SPNT also commented on the improving industry conditions:
Overall, we are seeing market conditions stabilize around the world driven by underwriting discipline and positive rate improvement.
SPNT currently trades at 0.63x fully-diluted BV ($15.04/share) vs peers valuation of above 1x BV. Notably, the peer comparison in the table below might be skewed due to the size and a bit different business mix, however, given SPNT investment return/underwriting profile, the current discount size seems completely unwarranted.
Note: pre-merger SG used to trade at 0.93x-0.53xBV (COVID low) and TPRE at 0.74x-0.52xBV (COVID low).
The industry multiples haven’t reached the 2019 pre-COVID levels yet. However, if the pricing in the reinsurance industry continues to recover and SPNTs transformation proves to be successful with the continued growth in book and re-rating closer to peer P/BV valuation levels, $18.50/share price seems potentially reachable by the end of 2022.
A couple of historical charts from the AON’s January’21 reinsurance market industry outlook:
CM Bermuda choice of the merger consideration
At the time of the merger with TRPE, the largest SPNT shareholder CM Bermuda agreed to merger consideration which is superior to cash option off only if SPNT shares trade up to $13.5/shares and a further portion is paid out only if the stock reaches $20 price. CM Bermuda owns 41% of SPNT and used to own 96% of SG before the merger with TPRE. At the time of the merger, minority shareholders had 3 choices of consideration:
- $9.50 in cash;
- 0.743 of TPRE (currently SPNT) + two-year contingent value right (CVR), which guarantees that on the second year anniversary of the closing date, shareholders will have received a total sum of equity and cash of $13.73/share;
- A mixed consideration of 1) $0.905/share in cash + 2) 0.521 of TPRE common shares + 3) 0.111 of class A TPRE preferred share + 4) 0.19 5-year warrant issued by TPRE with a strike price of $11/share 5) $0.905/share paid in stock if in one year after the effective date SPNT share price trades above $20/share for 30 consecutive days.
CM Bermuda agreed to the third option, while almost all minority shareholders chose the second. Even SG’s management chose the 2nd option.
Class A pref stock constituted c. 15% of the total merger consideration at the time of signing the transaction. However, due to agreement on covid loss adjustments, this portion of consideration became worthless at current SPNT share price levels. Warrants and upside rights are also effectively worthless at the current price levels. Current total value of the 3rd option combined is not only about50% below than the 2nd option, but is also below the SG price at the merger announcement ($7/share in Aug’20, still impacted by COVID). Overall, CM Bermuda is set to realize material upside from the 3rd option only if SPNT share price increases significantly.
With all of this, keep in mind that CM Bermuda is a subsidiary of China Minsheng Investment Group (CMIG) – the largest PE firm in China. It definitely is not “dumb money” and, clearly, the fact that they’ve agreed to the third option indicates that they believe in a very material short/mid term SPNT stock appreciation from the current levels.
A few more details on the preferred stock. A total of 11.72m of preferred shares was issued with the merger and CM Bermuda owns 99.9%. The final value of preferreds will be calculated upon the third anniversary of the closing date (Feb’24) and depends on the COVID-19 losses of TPRE in excess of $51m and SG COVID-19 losses in excess of $150m. If at the calculation date, SG losses will be higher than TPRE, then a number of class A pref stock will be forfeited equal to that difference capped at maximum $100m. If TPRE COVID losses are higher than SG’s, then a number of new series A pref shares will be issued. After that, all class A pref shares will be exchanged into common shares on 1 for 1 basis.
So far SG losses are much higher and the difference to TPRE is above the $100m cap. March’21 presentation: