SEC Comment Letter 0000000000-23-002380 to Fidelis Insurance Holdings Ltd (FIHL) (CIK 0001636639) (FIHL)
Fidelis Insurance Holdings Ltd (FIHL) (CIK 0001636639)
Date: March 10, 2023 · CIK: 0001636639 · Accession: 0000000000-23-002380
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo March 10, 2023 Daniel Burrows Chief Executive Officer Fidelis Insurance Holdings Limited Waterloo House 100 Pitts Bay Road Pembroke Bermuda HM08 Re:Fidelis Insurance Holdings Limited Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted March 1, 2023 CIK No. 0001636639 Dear Daniel Burrows: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 2 to Draft Registration Statement on Form F-1 Summary Our Competitive Strengths, page 18 1.Refer to your response to comment 4. Please clarify the basis for your belief that you do not have exposure to historic adverse settlement issues in the same way as many of your peers and competitors by disclosing what you mean by "historic legacy issues," "at that time" and "that period" in your statement on page 18 that Fidelis did not underwrite any policies that had exposure to "historic legacy issues" as compared to many of its longer
FirstName LastNameDaniel Burrows Comapany NameFidelis Insurance Holdings Limited March 10, 2023 Page 2 FirstName LastName Daniel Burrows Fidelis Insurance Holdings Limited March 10, 2023 Page 2 established peers who either were writing business "at that time" or may have written legacy risk related to "that period" and therefore may be exposed to such losses. Risk Factors Risks Relating to the Group's Business and Industry If FIHL were deemed to be an investment company, page 51 2.Refer to your response to comment 6. Please revise your disclosure in this risk factor to include the response you included in your March 1, 2023 response letter. Legal Proceedings, page 166 3.Please revise to include quantitative disclosure on page 167 regarding the potential exposure to claims related to the leased aircraft within Russia. You may contact John Spitz at 202-551-3484 or Ben Phippen at 202-551-3697 if you have questions regarding comments on the financial statements and related matters. Please contact Sonia Bednarowski at 202-551-3666 or John Dana Brown, Acting Legal Branch Chief, at 202-551-3859 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
March 10, 2023
Daniel Burrows
Chief Executive Officer
Fidelis Insurance Holdings Limited
Waterloo House
100 Pitts Bay Road
Pembroke
Bermuda HM08
Re:Fidelis Insurance Holdings Limited
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted March 1, 2023
CIK No. 0001636639
Dear Daniel Burrows:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Summary
Our Competitive Strengths, page 18
1.Refer to your response to comment 4. Please clarify the basis for your belief that you do
not have exposure to historic adverse settlement issues in the same way as many of your
peers and competitors by disclosing what you mean by "historic legacy issues," "at that
time" and "that period" in your statement on page 18 that Fidelis did not underwrite any
policies that had exposure to "historic legacy issues" as compared to many of its longer
FirstName LastNameDaniel Burrows
Comapany NameFidelis Insurance Holdings Limited
March 10, 2023 Page 2
FirstName LastName
Daniel Burrows
Fidelis Insurance Holdings Limited
March 10, 2023
Page 2
established peers who either were writing business "at that time" or may have written
legacy risk related to "that period" and therefore may be exposed to such losses.
Risk Factors
Risks Relating to the Group's Business and Industry
If FIHL were deemed to be an investment company, page 51
2.Refer to your response to comment 6. Please revise your disclosure in this risk factor to
include the response you included in your March 1, 2023 response letter.
Legal Proceedings, page 166
3.Please revise to include quantitative disclosure on page 167 regarding the potential
exposure to claims related to the leased aircraft within Russia.
You may contact John Spitz at 202-551-3484 or Ben Phippen at 202-551-3697 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown, Acting Legal Branch Chief, at
202-551-3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance