ARGO GROUP INTERNATIONAL HOLDINGS, LTD. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

Item 1.01. Entry Into a Material Definitive Agreement.

Merger Agreement

On February 8, 2023, Argo Group International Holdings, Ltd. (the "Company")
entered into a definitive agreement and plan of merger (the "Merger Agreement")
with Brookfield Reinsurance Ltd. ("Brookfield Reinsurance") and BNRE Bermuda
Merger Sub Ltd., a wholly owned subsidiary of Brookfield Reinsurance ("Merger
Sub"). The Merger Agreement provides that, subject to the satisfaction or waiver
of certain conditions set forth therein, Merger Sub will merge with and into the
Company in accordance with the Bermuda Companies Act 1981 (the "Merger"), with
the Company surviving the Merger as a wholly owned subsidiary of Brookfield
Reinsurance (such entity, the "Surviving Company").

At the effective time of the Merger, each common share, par value $1.00 per
share, of the Company (each, a "Company Share"), issued and outstanding
immediately prior to the effective time of the Merger (other than any Company
Share (i) granted under the Company's 2014 Long-Term Incentive Plan or 2019
Omnibus Incentive Plan (each, a "Company Share Plan") that is subject to (a)
vesting restrictions (each, a "Company Restricted Share"), or (b) a share
appreciation right (each, a "Company SAR"), or (ii) owned by the Company,
Brookfield Reinsurance, Merger Sub or any other direct or indirect wholly owned
subsidiary of the Company or Brookfield Reinsurance), will automatically be
canceled and converted into and will thereafter represent the right to receive
an amount in cash equal to $30.00, without interest (the "Merger
Consideration").

At the effective time of the Merger, each issued and outstanding depositary
share, each representing a 1/1,000th interest in a 7.00% Resettable Fixed Rate
Preference Share, Series A, par value $1.00 per share, of the Company (each, a
"Series A Preferred Share"), will remain issued and outstanding as a depositary
share of the Surviving Company. Each issued and outstanding Series A Preferred
Share will remain issued and outstanding as a preferred share of the Surviving
Company and will be entitled to the same dividend and all other preferences and
privileges, voting rights, relative, participating, optional and other special
rights, and qualifications, limitations and restrictions set forth in the
certificate of designations applicable to the Series A Preferred Shares, which
certificate of designations will remain at and following the effective time of
the Merger in full force and effect as an obligation of the Surviving Company in
accordance with Section 109(2) of the Bermuda Companies Act 1981.

At the effective time of the Merger, each Company Restricted Share outstanding
immediately prior to the effective time of the Merger will (i) (a) become fully
vested, in the case of a time-based vesting Company Restricted Share, or (b)
become vested at the assumed level of performance determined in accordance with
the Merger Agreement and the applicable Company Share Plan, in the case of a
performance-based vesting Company Restricted Share, and (ii) be canceled and
converted into the right to receive an amount in cash equal to the sum of (x)
the Merger Consideration and (y) the value of any dividends accrued in respect
of such Company Restricted Share that remain unpaid as of immediately prior to
the effective time of the Merger.

At the effective time of the Merger, each Company SAR award outstanding
immediately prior to the effective time of the Merger, whether vested or
unvested, will be deemed to be fully vested and will be canceled and converted
into solely the right to receive a lump-sum amount in cash equal to the product
of (i) the excess, if any of (a) the Merger Consideration, over (b) the per
share exercise price of such Company SAR, multiplied by (ii) the total number of
Company Shares subject to such Company SAR immediately prior to the effective
time of the Merger.

The Merger Agreement contains various customary representations and warranties
from each of the Company, Brookfield Reinsurance and Merger Sub. The Company has
also agreed to various customary covenants, including but not limited to
conducting its business in all material respects in the ordinary course and not
engaging in certain types of transactions during the period between the
execution of the Merger Agreement and the closing of the Merger. The Company has
also agreed to suspend any dividends that would otherwise be declared and paid
on the Company Shares during the period from the date of the Merger Agreement
through the earlier of the closing of the Merger and the termination of the
Merger Agreement. However, the Merger Agreement permits the Company to pay
periodic cash dividends on the Series A Preferred Shares not to exceed $437.50
per Series A Preferred Share during such interim period.

Pursuant to the Merger Agreement, the Company has agreed not to discuss
alternative acquisition proposals with, or solicit alternative acquisition
proposals from, third parties, subject to exceptions that allow the Company
under certain circumstances to provide information to and participate in
discussions with third parties with respect to unsolicited alternative
acquisition proposals. The board of directors of the Company (the "Board of
Directors") also has the ability to change its recommendation of the Merger in
respect of an alternative acquisition proposal that constitutes a "Superior
Proposal" or in respect of intervening events not known to, or reasonably
foreseeable by, the Board of Directors prior to signing. In addition, the Board
of Directors may terminate the Merger Agreement in order to enter into a
definitive agreement in respect of an alternative acquisition proposal that
constitutes a "Superior Proposal," subject to the Company paying the termination
fee referenced below. In each such case, the Board of Directors must determine
in good faith that the failure to do so would be inconsistent with the
directors' fiduciary duties under applicable law. The Company is also permitted
to waive any standstill provision to allow a third party to make an alternative
acquisition proposal to the Board of Directors on a non-public basis if the
Board of Directors determines in good faith that failure to do so would be
inconsistent with the directors' fiduciary duties under applicable law.

The Merger Agreement also contains certain termination rights and provides that,
upon termination of the Merger Agreement under specified circumstances,
including, termination by Brookfield Reinsurance in the event of a change in the
recommendation of the Board of Directors or termination by the Company in order
to enter into an alternative acquisition agreement with respect to a Superior
Proposal, the Company will pay Brookfield Reinsurance a termination fee of
$37,183,000.

If the Merger has not closed by November 8, 2023 (the "Outside Date"), either
the Company or Brookfield Reinsurance may terminate the Merger Agreement.
However, if the closing has not occurred because (a) any applicable waiting
period under any antitrust law relating to the Merger has not expired or been
terminated or (b) certain insurance governmental approvals or prior
non-disapprovals have not been obtained, and all other conditions to closing
have been satisfied (other than those conditions that by their terms are to be
satisfied at the closing, each of which is capable of being satisfied at the
closing) or waived, the Outside Date will be automatically extended to February
8, 2024.

Consummation of the Merger is subject to customary closing conditions, including
approval of the Merger by the Company's shareholders. Further conditions include
the expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and receipt of certain other
regulatory approvals or the submission of notice filings with certain regulatory
agencies, including the Bermuda Monetary Authority, the Istituto per la
vigilanza sulle assicurazioni in Italy (if required) and insurance regulators in
Illinois, New York, Ohio, Pennsylvania and Virginia, and the absence of any
injunction, judgment or ruling restraining the Merger. Brookfield Reinsurance's
and Merger Sub's obligations to close the Merger are also conditioned upon the
absence of a material adverse effect (as defined in the Merger Agreement) on the
Company, and the absence of any burdensome condition (as defined in the Merger
Agreement) imposed by any regulator as part of the regulatory approval process.
The Company and Brookfield Reinsurance agreed to customary covenants to use
their respective reasonable best efforts (subject to certain limitations) to
take all actions necessary to cause the conditions to closing to be satisfied as
promptly as reasonably practicable. The proposed transaction is not subject to
any financing condition or contingency.

The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to and
qualified in its entirety by reference to the Merger Agreement, a copy of which
is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
herein by reference.

The representations, warranties and covenants of the Company, Brookfield
Reinsurance and Merger Sub contained in the Merger Agreement have been made
solely for the benefit of the parties thereto and not any other person. In
addition, such representations, warranties and covenants (a) have been made only
for purposes of the Merger Agreement, (b) have been qualified by (i) matters
specifically disclosed in any report, schedule, form, statement or other
document (including exhibits) filed with, or furnished to, the United States
. . .

Item 8.01. Other Events.

On February 8, 2023, the Company and Brookfield Reinsurance issued a joint press
release announcing the execution of the Merger Agreement. A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



  2.1      Agreement and Plan of Merger, dated as of February 8, 2023, by and among
         Argo Group International Holdings, Ltd., Brookfield Reinsurance Ltd. and
         BNRE Bermuda Merger Sub Ltd.
  10.1     Voting and Support Agreement, dated as of February 8, 2023, by and between
         Brookfield Reinsurance Ltd., Argo Group International Holdings, Ltd. and
         Voce Capital Management LLC.
  99.1     Joint Press Release issued by Brookfield Reinsurance Ltd. and Argo Group
         International Holdings, Ltd., dated February 8, 2023.
104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note Regarding Forward-Looking Statements

This material may include, and the Company and Brookfield Reinsurance may make
related oral, forward-looking statements which reflect the Company's or
Brookfield Reinsurance's current views with respect to future events and
financial performance. Such statements include forward-looking statements both
with respect to us in general, and to the insurance and reinsurance sectors in
particular (both as to underwriting and investment matters). Statements that
include the words "expect," "estimate," "intend," "plan," "believe," "project,"
"anticipate," "seek," "aim," "likely," "will," "may," "could," "should" or
"would" and similar statements of a future or forward-looking nature identify
forward-looking statements in this material for purposes of the U.S. federal
securities laws or otherwise. We intend these forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements in the
Private Securities Litigation Reform Act of 1995.

The proposed transaction is subject to risks and uncertainties and factors that
could cause the Company's and Brookfield Reinsurance's actual results to differ,
possibly materially, from those in the specific projections, goals, assumptions
and statements herein including, but not limited to: (i) that the Company and
Brookfield Reinsurance may be unable to complete the proposed transaction
because, among other reasons, conditions to the closing of the proposed
transaction may not be satisfied or waived, including the failure to obtain the
Company shareholder approval for the proposed transaction or that a governmental
authority may prohibit, delay or refuse to grant approval for the consummation
of the transaction; (ii) uncertainty as to the timing of completion of the
proposed transaction; (iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement;
(iv) risks related to disruption of management's attention from the Company's or
Brookfield Reinsurance's ongoing business operations due to the proposed
transaction; (v) the effect of the announcement of the proposed transaction on
the Company's or Brookfield Reinsurance's relationships with its clients,
employees, operating results and business generally; and (vi) the outcome of any
legal proceedings to the extent initiated against the Company or Brookfield
Reinsurance or others following the announcement of the proposed transaction, as
well as the Company or Brookfield Reinsurance management's response to any of
the aforementioned factors.

The foregoing review of important factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements that are
included herein or elsewhere, including the risk factors included in the
Company's most recent Annual Report on Form 10-K and Form 10-K/A, and Quarterly
Report on Form 10-Q, Brookfield Reinsurance's Form 20-F and other documents of
the Company or Brookfield Reinsurance on file with, or furnished to, the SEC.
Any forward-looking statements made in this material are qualified by these
cautionary statements, and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to, or
effects on, the Company or its business or operations. The Company undertakes no
obligation to update publicly or revise any forward-looking statement, whether
as a result of new information, future developments or otherwise, except as
required by the federal securities laws. References to additional information
about the Company and Brookfield Reinsurance have been provided as a
convenience, and the information contained on such websites is not incorporated
by reference into this filing.

Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed transaction, the Company will file with the SEC
a proxy statement on Schedule 14A and the Company or Brookfield Reinsurance may
file or furnish other documents with the SEC regarding the proposed transaction.
This material is not a substitute for the proxy statement or any other document
that the Company or Brookfield Reinsurance may file with the SEC. INVESTORS IN
AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR FURNISHED OR WILL BE FILED OR
WILL BE FURNISHED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and security holders may obtain free copies of the proxy
statement (when available) and other documents filed with, or furnished to, the
SEC by the Company or Brookfield Reinsurance through the web site maintained by
the SEC at www.sec.gov or by contacting Andrew Hersom, head of the investor
relations department of the Company:

Andrew Hersom

Head of Investor Relations

860-970-5845

[email protected]

Participants in the Solicitation

The Company, Brookfield Reinsurance and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the Company's shareholders in connection with the proposed transaction.
Information regarding the Company's directors and executive officers, including
a description of their direct interests, by security holdings or otherwise, is
contained in the Company's annual proxy statement filed with the SEC on October
31, 2022 and in other filings with the SEC. A more complete description will be
available in the proxy statement on Schedule 14A that will be filed with the SEC
in connection with the proposed transaction. Information regarding Brookfield
Reinsurance's directors and executive officers is contained in Brookfield
Reinsurance's Form 20-F filed on March 23, 2022. You may obtain free copies of
these documents as described in the preceding paragraph filed with, or furnished
to, the SEC. All such documents, when filed or furnished are available free of
charge on the SEC's website (www.sec.gov) or by directing a request to the
Company at the Investor Relations contact above.