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Shareholders' Equity
9 Months Ended
Sep. 30, 2020
Equity [Abstract]  
Shareholders' Equity

10.Shareholders’ Equity

 

On August 28, 2020, Global Indemnity Limited completed the previously disclosed scheme of arrangement and amalgamation that effected certain transactions (the "Redomestication") that resulted in the shareholders of Global Indemnity Limited becoming the holders of all of the issued and outstanding common shares of the Company.  Please see Note 2 for details on the redomestication.

   

The treasury shares of Global Indemnity Limited were not subject to the scheme of arrangement. The carrying value of the Global Indemnity Limited treasury shares, $4.1 million, were offset against the Additional Paid-in Capital account of Global Indemnity Limited, according to the Company’s policy regarding the treatment of treasury shares.  Please see Note 2 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2019 Annual Report on Form 10-K for more information on the Company’s policy regarding the treatment of treasury shares.

Issuance of Preferred Shares

 

On August 27, 2020, the Company issued and sold to Wyncote LLC (“Wyncote”), an affiliate of Fox Paine & Company, LLC, 4,000 Series A Preferred Interests at a price of $1,000 per Series A Preferred Interest, for the aggregate purchase price of $4,000,000. The issuance of Series A Preferred Interests to Wyncote was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Series A Preferred Interests are not convertible into or exchangeable for any other securities or property of the Company. The shares are redeemable at the discretion of the Company after five years or at the discretion of the holders upon the occurrence of a change in control of the Company.  While the preferred shares are non-voting, the preferred shareholders are entitled to appoint two additional members to the Company’s Board of Directors whenever the “Unpaid Targeted Priority Return” (as defined in the applicable Share Designation) with respect to the preferred shares exceed zero immediately following six or more “Distribution Dates” (as defined in the applicable Share Designation), whether or not such Distribution Dates occur consecutively.  

 

Following the Effective Time, all of the issued and outstanding Series A Preferred Interests sold to Wyncote remain outstanding as "Series A Cumulative Fixed Rate Preferred Shares", unaffected by the Scheme of Arrangement and subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of the Company (the “LLC Agreement”) and that certain Share Designation, effective as of the Effective Time, that sets forth the designation, rights, preferences, powers, duties, restrictions, limitations and obligations of the Series A Cumulative Fixed Rate Preferred Shares from and after the Effective Time.

 

The following table provides information with respect to the class A common shares that were surrendered or repurchased during the quarter ended September 30, 2020:

 

Period (1)

 

Total Number

of Shares

Purchased

 

 

Average

Price Paid

Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plan or Program

 

 

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

 

August 1-31, 2020

 

 

396

 

(2)

$

24.95

 

 

 

 

 

 

 

Total

 

 

396

 

 

$

24.95

 

 

 

 

 

 

 

 

 

(1)

Based on settlement date.

(2)       Surrendered by employees as payment of taxes withheld on the vesting of restricted stock.

 

There were no class A commons shares that were surrendered or repurchased during the quarter ended September 30, 2019.

 

The following table provides information with respect to the class A common shares that were surrendered or repurchased during the nine months ended September 30, 2020:

 

Period (1)

 

Total Number

of Shares

Purchased

 

 

Average

Price Paid

Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plan or Program

 

 

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

 

January 1-31, 2020

 

 

3,124

 

(2)

$

29.63

 

 

 

 

 

 

 

February 1-29, 2020

 

 

1,600

 

(2)

$

31.13

 

 

 

 

 

 

 

August 1-31, 2020

 

 

396

 

 

$

24.95

 

 

 

 

 

 

 

Total

 

 

5,120

 

 

$

29.74

 

 

 

 

 

 

 

 

 

(1)

Based on settlement date.

(2)       Surrendered by employees as payment of taxes withheld on the vesting of restricted stock.

 

The following table provides information with respect to the class A common shares that were surrendered or repurchased during the nine months ended September 30, 2019:

 

Period (1)

 

Total Number

of Shares

Purchased

 

 

Average

Price Paid

Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plan or Program

 

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

January 1-31, 2019

 

 

7,945

 

(2)

$

36.23

 

 

 

February 1-28, 2019

 

 

19,083

 

(2)

$

34.59

 

 

 

Total

 

 

27,028

 

 

$

35.07

 

 

 

 

 

(1)

Based on settlement date.

(2)

Surrendered by employees as payment of taxes withheld on the vesting of restricted stock.

 

There were no class B common shares that were surrendered or repurchased during the quarters and nine months ended September 30, 2020 or 2019.

 

As of September 30, 2020, the Company’s class A common shares were held by approximately 190 shareholders of record. There were four holders of record of the Company’s class B common shares, all of whom are affiliated investment funds of Fox Paine & Company, LLC, as of September 30, 2020.  The Company’s preferred shares were held by 1 holder of record, an affiliate of Fox Paine & Company, LLC, as of September 30, 2020.

 

Please see Note 12 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2019 Annual Report on Form 10-K for more information on the Company’s repurchase program.

 

Dividends / Distributions

 

Dividend & distribution payments of $0.25 per common share were declared during the nine months ended September 30, 2020 as follows:

 

Approval Date

 

Record Date

 

Payment Date

 

Total Dividends / Distributions Declared

(Dollars in thousands)

 

February 9, 2020  (1)

 

March 24, 2020

 

March 31, 2020

 

$

3,539

 

June 7, 2020  (1)

 

June 23, 2020

 

June 30, 2020

 

 

3,545

 

September 13, 2020  (2)

 

September 25, 2020

 

September 30, 2020

 

 

3,552

 

Various  (3)

 

Various

 

Various

 

 

337

 

Total

 

 

 

 

 

$

10,973

 

 

 

(1)

Represents dividend payments

 

(2)

Represents distribution / return of capital payments

 

(3)

Represents dividends / distributions declared on unvested shares, net of forfeitures.

 

Dividend payments of $0.25 per common share were declared during the nine months ended September 30, 2019 as follows:

 

Approval Date

 

Record Date

 

Payment Date

 

Total Dividends Declared

(Dollars in thousands)

 

February 10, 2019

 

March 22, 2019

 

March 29, 2019

 

$

3,521

 

June 2, 2019

 

June 21, 2019

 

June 28, 2019

 

 

3,525

 

September 15, 2019

 

September 26, 2019

 

October 2, 2019

 

 

3,528

 

Various  (1)

 

Various

 

Various

 

 

191

 

Total

 

 

 

 

 

$

10,765

 

 

(1)

Represents dividends declared on unvested shares, net of forfeitures.

As of September 30, 2020 and December 31, 2019, accrued distributions on unvested shares, which were included in other liabilities on the consolidated balance sheets, were $0.6 million and $0.3 million, respectively.  Accrued preferred distributions were less than $0.1 million as of September 30, 2020 and were included in other liabilities on the consolidated balance sheets.

Please see Note 12 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2019 Annual Report on Form 10-K for more information on the Company’s dividend program.