In a strategic move to reduce its annual franchise taxes, Argo Group International Holdings, Inc. (NYSE:ARGO) has completed a corporate restructuring through a merger with its wholly-owned subsidiary, AGIH Merger Sub, Inc. The merger, which took effect today, was approved by the sole holder of the company's outstanding common stock, BNRE Triangle Acquisition Inc., through written consent.
The restructuring included a significant reduction in the number of authorized shares of Argo Group's common and preferred stock. The common stock was reclassified, with each share being converted into one hundred millionth (1/100,000,000) of a share with a reduced par value of $0.01. This reclassification follows the completion of a merger on November 16, 2023, with a subsidiary of Brookfield Reinsurance Ltd., resulting in all common stock being owned indirectly by Brookfield Reinsurance Ltd. The 7.00% Resettable Fixed Rate Preferred Stock, Series A, remains unaffected by the merger.
In conjunction with the merger, the company's certificate of incorporation and bylaws were amended and restated. The Amended and Restated Certificate of Incorporation now authorizes fewer shares, with only 1,000 common shares and 10,000 preferred shares. The Amended and Restated Bylaws have removed transfer restrictions on shares.
The company's business address and principal executive offices remain at 501 7th Avenue, 7th Floor, New York, NY 10018, and the business phone number is (210) 321-8400.
The details of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are available in Exhibits 3.1 and 3.2 of the current report on Form 8-K filed with the SEC. This report is based on a press release statement.
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