Correspondence 0001193125-23-164484 from Fidelis Insurance Holdings Ltd (FIHL) (CIK 0001636639) (FIHL)
Fidelis Insurance Holdings Ltd (FIHL) (CIK 0001636639)
Date: June 9, 2023 · CIK: 0001636639 · Accession: 0001193125-23-164484
AI Filing Summary & Sentiment
File numbers found in text: 333-271270
Letter
Citypoint
1 Ropemaker Street
London EC2Y 9AW
England
Tel: +44 (0) 20 3580 4700
Fax: +44 (0) 20 3580 4800
June 9, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington D.C. 20549
Attn: Sonia Bednarowski
John Dana Brown
Ben Phippen
John Spitz
Re: Fidelis Insurance Holdings Limited
Amendment No. 1 to the Registration Statement on Form F-1
Filed May 3, 2023
File No. 333-271270
Ladies and Gentlemen:
On behalf of Fidelis Insurance Holdings Limited (“FIHL” or the “Company”), we are submitting this letter and the following information in response to the letter, dated May 16, 2023, received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No.1 to the Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on May 3, 2023. The Company is also filing via EDGAR, Amendment No. 2 to the Registration Statement (the “Amendment No. 2”).
Except for the page references contained in the comments of the Staff, references to page numbers below pertain to the page numbers in the Amendment No. 2. Capitalized terms used herein without definition have the meanings ascribed to them in the Amendment No. 2.
Summary
The Separation Transactions
Post-IPO Structure, page 100
1. Comment: Refer to your response to comment 12 in our October 26, 2022 letter. Please revise to disclose the percentage of ownership and voting power of MGU HoldCo, the Founders, the Institutional Investors, the public shareholders, and management in the charts on pages 100 and 162.
BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON
Willkie Farr & Gallagher (UK) LLP is a limited liability partnership formed under the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 565650.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 22, 100, 101 and 177 by deleting placeholders for the percentage holdings in the charts and including an explanatory footnote referring the reader to the “Principal and Selling Shareholders” section of the Registration Statement. The Company respectfully submits that the “Principal and Selling Shareholders” section sets out the current ownership of the Company by MGU HoldCo, the Founders, other Institutional Investors, management and others and will set out the ownership of the Company following the consummation of the offering in the prospects to be filed by the Company pursuant to Rule 424(b).
Please do not hesitate to call Joseph Ferraro at 011-44 203 580 4707 or Jennifer Tait at 011 -44 203 580 4729 with any questions or comments.
Very truly yours,
/s/ Joseph Ferraro
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CORRESP 1 filename1.htm CORRESP Citypoint 1 Ropemaker Street London EC2Y 9AW England Tel: +44 (0) 20 3580 4700 Fax: +44 (0) 20 3580 4800 June 9, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington D.C. 20549 Attn: Sonia Bednarowski John Dana Brown Ben Phippen John Spitz Re: Fidelis Insurance Holdings Limited Amendment No. 1 to the Registration Statement on Form F-1 Filed May 3, 2023 File No. 333-271270 Ladies and Gentlemen: On behalf of Fidelis Insurance Holdings Limited (“FIHL” or the “Company”), we are submitting this letter and the following information in response to the letter, dated May 16, 2023, received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No.1 to the Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on May 3, 2023. The Company is also filing via EDGAR, Amendment No. 2 to the Registration Statement (the “Amendment No. 2”). Except for the page references contained in the comments of the Staff, references to page numbers below pertain to the page numbers in the Amendment No. 2. Capitalized terms used herein without definition have the meanings ascribed to them in the Amendment No. 2. Summary The Separation Transactions Post-IPO Structure, page 100 1. Comment: Refer to your response to comment 12 in our October 26, 2022 letter. Please revise to disclose the percentage of ownership and voting power of MGU HoldCo, the Founders, the Institutional Investors, the public shareholders, and management in the charts on pages 100 and 162. BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON Willkie Farr & Gallagher (UK) LLP is a limited liability partnership formed under the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 565650. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 22, 100, 101 and 177 by deleting placeholders for the percentage holdings in the charts and including an explanatory footnote referring the reader to the “Principal and Selling Shareholders” section of the Registration Statement. The Company respectfully submits that the “Principal and Selling Shareholders” section sets out the current ownership of the Company by MGU HoldCo, the Founders, other Institutional Investors, management and others and will set out the ownership of the Company following the consummation of the offering in the prospects to be filed by the Company pursuant to Rule 424(b). Please do not hesitate to call Joseph Ferraro at 011-44 203 580 4707 or Jennifer Tait at 011 -44 203 580 4729 with any questions or comments. Very truly yours, /s/ Joseph Ferraro Joseph Ferraro 2