Easterly  - EACQU = 1C + 1/2W

SG INSURANCE

Merger TPRE

Completed SG Insurance and bought by TPRE Third Point

New warrant issued? warrant agreement

ticker symbol “SG” on November 6, 2018.  Sirius Group has applied to list its public warrants on the OTCQX International market under the symbol “SGRPW”.

​Additionally, upon the consummation of the Merger, each of Easterly's public warrants ceased to represent a right to acquire shares of Easterly's common stock and instead represent the right to acquire 0.609 of a Sirius Group common share on the same terms as in effect immediately prior to the closing of the Merger, except that the exercise price for each Sirius Group common share is equal to $18.88.  Sirius Group has applied to list the public warrants on the OTCQX International market under the symbol "SGRPW".

Merger announced June 25 see below. 

extends to November 30, 2018. 807,170 shares of common stock were redeemed by existing Easterly stockholders in connection with the extension, leaving approximately $146.6 million cash in trust after redemptions. Will add .03/month to trust.​

Trust ~ 10.31 at June 30, 2018. Will add .03/mo to total ~ 10.46  11/30.  ~150mm.

May 31 terminated deal JH Capital. Previously terminated Sungevity deal.

1 W + $11.50. Call 18.

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June 25 - Easterly ​announces  merger agreement with Sirius International Insurance group. This explains why there were warrant bids the previous week. As usual in spacs the information flow is selective and not restricted to public announcements. The combination is expected to produce a market cap of ~ $2.2 billion, assuming no redemptions. Easterly holders will own approximately 7%. Easterly is basically being used as a shell. Agreed upon warrant tender. Announcement.

April 13 revised prelim proxy - no meeting date. 

May 10 - Easterly may terminate merger with JH. Will evaluate whether to liquidate or seek extension. Tough days in spacland. Warrants down to 5 cents on announcement.

 Extended from March 31, 2018 to June 30, 2018  only 7,000 redeemed. Still ~ 150mm in trust.

Easterly estimates that the per-share pro rata portion of the trust account will be approximately $10.18 at the time of the special meeting.  

 more time to complete its proposed business combination (the “JH Capital Transaction”) pursuant to the Investment Agreement, dated as of June 28, 2017 

there will not be sufficient time before the Current Termination Date to hold a special meeting at which to conduct a vote for stockholder approval of the JH Capital Transaction and consummate the closing of the JH Capital Transaction.

 JH Capital has agreed to continue to contribute to the Company as a loan $0.03 for each public share that is not redeemed in connection with the Special Meeting, for each calendar month

Trust $10.14 per share at February 28, 2018 to approximately $10.31 per share at the Extended Termination Date.

Deadline extended to March 31, 2018 to complete deal with JH Capital.

Deadline from 7/2017 to 12/15/17 $10/share in trust.  .

​Jan 4,2018 --(BUSINESS WIRE)--Easterly Acquisition Corp. (NASDAQ: EACQ) and JH Capital Group Holdings, LLC (“JH Capital”) today announced that global credit investor Fortress Credit Corp. (“Fortress”), an affiliate of Fortress Investment Group, led a $125 million financing to support JH Capital’s acquisition of defaulted consumer receivables from a diversified group of 10 lenders. JH Capital experienced a surge in the supply of defaulted receivables in the fourth quarter of 2017 and expects to invest much of this new cash during the first quarter of 2018.

The combination is expected to be completed by March 31, 2018.

New York, NY –December 15, 2017 –
Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) announced the
vote by stockholders to extend the deadline to complete an initial business combination to March 31, 2018.
Stockholders representing 93% of the stockholder base voted, with 99% of votes cast in favor of extending the time
that Easterly has to complete its initial business combination. 687,597 shares of common stock were redeemed by
existing Easterly stockholders in connection with the extension, leaving approximately $150 million cash in trust
after redemptions.
 

August 2, 2017 –
Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) announced the vote by stockholders to
extend the deadline to complete an initial business combination to December 15, 2017.
Stockholders representing 95% of the stockholder base voted, with 99% of votes cast in favor of extending the time that Easterly has to complete its initial business combination. Approximately 4.3 million shares of common stock were redeemed by existing Easterly stockholders in connection with the extension, leaving approximately $157.1 million cash in trust after redemptions. Easterly obtained the extension to allow it more time to complete its
previously announced business combination with JH Capital Group Holdings, LLC (“JH Capital”). JH Capital is a specialty finance business that offers end -to-end solutions to customers at every stage of the distressed credit cycle, from default to rehabilitation. Its largest segment buys defaulted consumer receivables and strategically places the accounts for collection. Additionally, JH Capital helps consumers rehabilitate their credit profile by advocating on
their behalf in the settlement of third party debt.
“We appreciate the support our shareholders have shown us and continue to show us,” said Avshalom Kalichstein, Chief Executive Officer of Easterly. “During the past few weeks, we have seen a rotation in our shareholder base to fundamental investors. The extension of our SPAC gives us the time we need to complete the business combination with JH Capital that was announced on June 30, 2017. We are excited to close in the fourth quarter of this year.”

Sungevity deal fell through.

Prior to extension:

 There currently are 25,000,000 shares of Easterly common stock issued and outstanding, consisting of:
• 20,000,000 shares held by public stockholders; and
• 5,000,000 Founder Shares held by the Sponsor and Easterly’s independent directors.In addition, there currently are 16,750,000 warrants for Easterly common stock outstanding, consisting of 10,000,000 public warrants and 6,750,000 Private Placement Warrants held by the Sponsor

http://easterlyacquisition.com/

½ wt per unit – 1 wt buys 1 common 11.5 strike

Continental Stock Transfer & Trust Company
17 Battery Place
New York, NY 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

NOTICE IS HEREBY GIVEN that a special meeting (the “special meeting”) of Easterly Acquisition Corp., a Delaware corporation (“we,” “us,” “our,” “Easterly” or the “Company”), will be held on Thursday, March 29, 2018, at 10:00 a.m. Eastern time, at the offices of Easterly at 375 Park Avenue, 21^st Floor, New York, New York 10152. You are cordially invited to attend the special meeting for the purpose of voting on (i) a proposal to amend (the “Charter Amendment”) the Company’s amended and restated certificate of incorporation (the “charter”) to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional 91 days, from March 31, 2018 to June 30, 2018 (the “Extended Termination Date”), (ii) a proposal to amend (the “Trust Amendment”) the Company’s Amended and Restated Investment Management Trust Agreement (the “Trust Agreement”), dated as of October 13, 2015, and as amended by Amendment Nos. 1 and No. 2 thereto, dated as of August 1, 2017 and December 14, 2017, respectively, by and between Easterly and Continental Stock Transfer & Trust Company (the “trustee”) to extend the date on which to commence liquidating the trust account (“trust account”) established in connection with the Company’s initial public offering (“IPO”) in the event the Company has not consummated a business combination by the Extended Termination Date and (iii) a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Charter Amendment and the Trust Amendment (the “Adjournment Proposal”).

Each of the Charter Amendment, the Trust Amendment and the Adjournment Proposal are more fully described in the accompanying proxy statement.

The purpose of the Charter Amendment and the Trust Amendment is to allow the Company more time to complete its proposed business combination (the “JH Capital Transaction”) pursuant to the Investment Agreement, dated as of June 28, 2017 (as it may be amended, the “Investment Agreement”), by and among JH Capital Group Holdings, LLC (“JH Capital”), Jacobsen Credit Holdings, LLC (“Jacobsen Holdings”), NJK Holding LLC (“NJK Holding”), Kravetz Capital Funding LLC (“KCF” and, together with NJK Holding and Jacobsen Holdings, the “Founding Members”) and the Company. Easterly’s charter provides that the Company has until March 31, 2018 (the “Current Termination Date”) to complete a business combination. While we have entered into the Investment Agreement with JH Capital and the Founding Members and filed a preliminary proxy statement with the Securities and Exchange Commission in respect of the JH Capital Transaction, our board currently believes that there will not be sufficient time before the Current Termination Date to hold a special meeting at which to conduct a vote for stockholder approval of the JH Capital Transaction and consummate the closing of the JH Capital Transaction. As a result, our board of directors has determined that it is in the best interests of our stockholders to extend the Current Termination Date to the Extended Termination Date and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended to the Extended Termination Date. Accordingly, our board of directors believes that in order to be able to consummate the JH Capital Transaction, we will need to obtain the Extension. 

On December 14, 2017, the Company held a special meeting of its stockholders at which amendments to the Company’s charter and Trust Agreement were approved to extend the date by which the Company had to consummate a business combination from December 15, 2017 until March 31, 2018. In connection with the approval of this extension, JH Capital agreed to contribute to the Company as a loan $0.03 for each public share that was not redeemed in connection with the December 14, 2017 special meeting, for each calendar month or portion thereof that is needed by the Company to complete a business combination from December 15, 2017 until March 31, 2018 (the “Contributions”). On January 15, 2018 and February 15, 2018, the Company deposited the first and second Contributions into the trust account. If the Charter Amendment and Trust Amendment are approved, JH Capital has agreed to continue to contribute to the Company as a loan $0.03 for each public share that is not redeemed in connection with the Special Meeting, for each calendar month or portion thereof that is needed by the Company to complete a business combination from March 31, 2018 until the Extended Termination Date.

Accordingly, if the Charter Amendment and the Trust Amendment are approved, the Extension is implemented and the Company takes the entire time through the Extended Termination Date to complete its initial business combination, the Contributions and interest earned on the total funds in the trust account will increase funds available in the trust account for the redemption of public shares from approximately $10.14 per share at February 28, 2018 to approximately $10.31 per share at the Extended Termination Date. The loan for the Contributions will not bear interest and will be repayable by the Company to JH Capital upon consummation of the Company’s initial business combination.

This proxy statement is dated March 8, 2018 and is first being mailed to stockholders on or about March 9, 2018. Only holders of record of our common stock at the close of business on February 28, 2018 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Approval of the Charter Amendment and the Trust Amendment requires the affirmative vote of holders of at least 65% of our outstanding shares of common stock. The board of directors of Easterly has already approved the Charter Amendment and the Trust Amendment. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the special meeting. The Adjournment Proposal will only be put forth for a vote if the Charter Amendment and Trust Amendment are not approved at the special meeting.

The Company’s public stockholders may elect to redeem their shares for their pro rata portion of the funds available in the trust account in connection with the Charter Amendment (the “Election”) regardless of how such public stockholders vote in regard to the Charter Amendment and Trust Amendment proposals. The Company believes that such redemption right enables the Company’s public stockholders to determine not to sustain their investments for an additional period if the Company does not complete an initial business combination in the timeframe contemplated by its charter. If the Charter Amendment and the Trust Amendment are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares for their pro rata portion of the funds available in the trust account when the JH Capital Transaction is submitted to stockholders.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the special meeting. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

Easterly estimates that the per-share pro rata portion of the trust account will be approximately $10.18 at the time of the special meeting. The closing price of the Company’s common stock on March 7, 2018 was $10.20.