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Argo Group International Holdings, Ltd. Resettable Fixed Rate Preference Shares
Ticker Symbol: ARGO-A CUSIP: 040128407 Previous CUSIP: 040128209 Exchange: NYSE
Security has been Called for: Monday, September 15, 2025
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August 15, 2025 -- Argo Group International Holdings, Inc. (formerly known as Argo Group International Holdings, Ltd.) (“Argo” or “the Company”), an underwriter of specialty insurance products, today announced that, on September 15, 2025 (the “Redemption Date”), (i) the Company will redeem (the “Preferred Redemption”) all 6,000 outstanding shares of its 7.00% Resettable Fixed Rate Preferred Stock, Series A November 16, 2023 -- Argo Group International Holdings, Ltd., a Bermuda exempted company limited by shares (the “Company”), completed its previously announced merger with BNRE Bermuda Merger Sub Ltd. (“Merger Sub”), a wholly owned subsidiary of Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”). Pursuant to the Agreement and Plan of Merger, dated as of February 8, 2023, by and among the Company, Merger Sub and Brookfield Reinsurance, and the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended (the “Companies Act”), by and among the Company, Merger Sub and Brookfield Reinsurance, dated as of November 16, 2023, Merger Sub merged with and into the Company in accordance with the Companies Act (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Brookfield Reinsurance (such entity, the “Surviving Company”).
Following the completion of the Merger, on November 30, 2023 (the “Effective Date”), the Surviving Company discontinued as a Bermuda exempted company limited by shares pursuant to Section 132G of the Companies Act and registered by continuation as a corporation in the State of Delaware under the Delaware General Corporation Law (“DGCL”) as if the Surviving Company had been incorporated under the laws of the State of Delaware (the “Redomestication”). In connection with the Redomestication, the Surviving Company changed its name from Argo Group International Holdings, Ltd. to Argo Group International Holdings, Inc. and adopted a new certificate of incorporation and bylaws, copies of which are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. The certificate of incorporation and bylaws are effective as of the Effective Date. As of the Effective Date, the Company has also changed the location of its principal executive offices to 501 7th Avenue, 7th Floor, New York, New York 10018. There have been no changes to the Company’s directors and officers as a result of the Redomestication.
The terms, rights, restrictions and qualifications of the Surviving Company’s 7.00% Resettable Fixed Rate Preferred Stock, Series A, par value $1.00 per share (the “Series A Preferred Shares”) are set forth on Exhibit A to the certificate of incorporation. The rights of the holders of the Series A Preferred Shares and the related depositary shares, each representing a 1/1000th interest in the Series A Preferred Shares (the “Depositary Shares”) have not been materially modified other than to the extent the DGCL differs from the Companies Act and with respect to certain tax consequences, which are described under Item 8.01 of this Current Report on Form 8-K and are incorporated in this Item 3.03 by reference. There has been no change to the terms of the 6.500% Senior Notes due 2042 issued by Argo Group U.S., Inc. and the Guarantee with respect thereto (the “Senior Notes”). Upon effectiveness of the Redomestication, the Surviving Company’s CUSIP number relating to its Series A Preferred Shares changed to 040128 407 and the Company’s CUSIP number relating to its Senior Notes changed to 040130 106.
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QUANTUMONLINE.COM SECURITY DESCRIPTION: Argo Group International Holdings, Ltd. 7.00% Depositary Shares each representing a 1/1000 interest in a share of the 7.00% Resettable Fixed Rate Preference Shares, liquidation preference $25 per Depositary share, redeemable at the issuer's option on 09/15/2025 and every September 15th in every fifth year thereafter at $25 per Depositary share plus declared and unpaid dividends, and with no stated maturity. Non-cumulative distributions of the Annual Fixed Dividend Rate will be paid quarterly on 3/15, 6/15, 9/15 & 12/15 to holders of record on the 15th calendar day before that dividend payment date or such other record date fixed by the board, not more than 30 days or less than 10 days prior to the payment date (NOTE: the ex-dividend date is one business day prior to the record date). The Annual Fixed Dividend Rate will be 7.00% until the first redemption date, then it will be equal to the sum of the Five-year U.S. Treasury Rate on the applicable fixed rate calculation date plus 6.712%, resetting every 5 years thereafter on applicable fixed rate calculation date (see prospectus for more details). The dividends are non-cumulative and if the board of directors does not declare a dividend or the company fails to pay a dividend declared by the board for any quarterly dividend period, the holder will not be entitled to receive any dividend for that quarterly period and the undeclared or unpaid dividend will not accumulate. Dividends paid by these preference shares are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) but, since they are issued by a foreign company, are NOT eligible for the dividends received deduction for corporate holders (see page S-51 of the prospectus for further information). The Company may redeem the Depositary Shares outside of the call period at $26 (104%) of their principal amount plus declared and unpaid dividends, if a change of control event occurs. The Company may redeem the Depositary Shares outside of the call period at $25.50 (102%) of their principal amount plus declared and unpaid dividends, if a Tax event occurs; outside of the call period at $25.50 (102%) of their principal amount plus accrued and unpaid dividends if a rating agency event occurs. The Company may redeem the Depositary Shares outside of the call period at $25 (100%) of their principal amount plus accrued and unpaid dividends, if a regulatory capital event occurs (see prospectus for further information). This security was rated as Not rated by Moody’s and rated BB by S&P at the date of its IPO. In regard to the payment of dividends and upon liquidation, the preference shares rank junior to the company's senior and preferred debt, equally with other preference shares of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
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Go to Parent Company's Record (ARGO*)
IPO - 7/7/2020 - 6.00 Million Shares @ $25.00/share.
Link to IPO Prospectus
Previous Ticker Symbol: ARGHF Changed: 7/21/2020
Market Value $ Million
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Company's Online Information Links
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| Company's Online SEC EDGAR Filings |
| Company's Email Address Links |
| Foreign Address and Phone Numbers |
| Address: 110 Pitts Bay Road, Pembroke HM 08, Bermuda |
| Main Phone Number |
+441-296-5858 |
| Fax Number |
+441 296 6162 |
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Inv Rel Phone Number
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+441 296 5858 |
| Address and Phone Numbers |
| U.S. Representative |
Headquarters |
| Address: |
| Main Phone Number |
Not Available |
| Fax Number |
Not Available |
| Investor Contact
Andrew Hersom
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860-970-5845
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Toll Free Phone Number |
Unknown |
| CEO - Thomas A. Bradley |
CFO - Scott Kirk |
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