INVESTMENT IN RELATED PARTY INVESTMENT FUND | INVESTMENT IN RELATED PARTY INVESTMENT FUND The Company has entered into the Second Amended and Restated Exempted Limited Partnership Agreement (the “SILP LPA”) of Solasglas Investments, LP (“SILP”), with DME Advisors II, LLC (“DME II”), as General Partner, Greenlight Re, and GRIL, (together, the “GLRE Limited Partners”). SILP has entered into a SILP investment advisory agreement (“IAA”) with DME Advisors. LP (“DME Advisors”), pursuant to which DME Advisors is the investment manager for SILP. DME II and DME Advisors are related to the Company, and each is an affiliate of David Einhorn, Chairman of the Company’s Board of Directors (the “Chairman”). At March 31, 2023, the SILP LPA included the following proviso: “The Investment Portfolio of each Partner will not exceed the product of (a) such Partner’s surplus (Greenlight Re Surplus or GRIL Surplus, as the case may be) multiplied by (b) the Investment Cap (60%), and the General Partner will designate any portion of a Partner’s Investment Portfolio as Designated Securities to effectuate such limit.” The Company has concluded that SILP qualifies as a variable interest entity (“VIE”) under U.S. GAAP. In assessing its interest in SILP, the Company noted the following: • DME II serves as SILP’s general partner and has the power to appoint the investment manager. The Company does not have the power to appoint, change or replace the investment manager or the general partner except “for cause.” Neither of the GLRE Limited Partners can participate in the investment decisions of SILP as long as SILP adheres to the investment guidelines provided within the SILP LPA. For these reasons, the GLRE Limited Partners are not considered to have substantive participating rights or kick-out rights. • DME II holds an interest in excess of 10% of SILP’s net assets, which the Company considers to represent an obligation to absorb losses and a right to receive benefits of SILP that are significant to SILP. Consequently, the Company has concluded that DME II’s interests, not the Company’s, meet both the “power” and “benefits” criteria associated with VIE accounting guidance. Therefore DME II is SILP’s primary beneficiary. The Company presents its investment in SILP in its condensed consolidated balance sheets in the caption “Investment in related party investment fund.” The Company’s maximum exposure to loss relating to SILP is limited to the net asset value of the GLRE Limited Partners’ investment in SILP. At March 31, 2023, the net asset value of the GLRE Limited Partners’ investment in SILP was $196.1 million (December 31, 2022: $178.2 million), representing 71.6% (December 31, 2022: 69.3%) of SILP’s total net assets. DME II held the remaining 28.4% (December 31, 2022: 30.7%) of SILP’s total net assets. The investment in SILP is recorded at the GLRE Limited Partners’ share of the net asset value of SILP as reported by SILP’s third-party administrator. The GLRE Limited Partners can redeem their assets from SILP for operational purposes by providing 3 business days’ notice to DME II. At March 31, 2023, the majority of SILP’s long investments were composed of cash and publicly traded equity securities, which could be readily liquidated to meet the GLRE Limited Partners’ redemption requests. The Company’s share of the change in the net asset value of SILP for the three months ended March 31, 2023 was $(3.1) million (three months ended March 31, 2022: $4.1 million), and shown in the caption “Income (loss) from investment in related party investment fund” in the Company’s condensed consolidated statements of operations. The summarized financial statements of SILP are presented below. Summarized Statement of Assets and Liabilities of Solasglas Investments, LP March 31, 2023 December 31, 2022 ($ in thousands) Assets Investments, at fair value $ 370,568 $ 304,806 Derivative contracts, at fair value 15,095 17,547 Due from brokers 42,257 109,169 Interest and dividends receivable 8 527 Total assets 427,928 432,049 Liabilities and partners’ capital Liabilities Investments sold short, at fair value (132,658) (159,382) Derivative contracts, at fair value (14,737) (12,443) Capital withdrawals payable (670) (75) Due to brokers (5,299) (2,050) Interest and dividends payable (418) (760) Other liabilities (184) (159) Total liabilities (153,966) (174,869) Net Assets $ 273,962 $ 257,180 GLRE Limited Partners’ share of Net Assets $ 196,060 $ 178,197 Summarized Statement of Operations of Solasglas Investments, LP Three months ended March 31 2023 2022 ($ in thousands) Investment income Dividend income (net of withholding taxes) $ 627 $ 320 Interest income 1,816 49 Total Investment income 2,443 369 Expenses Management fee (1,068) (891) Interest (1,428) (256) Dividends (419) (382) Professional fees and other (282) (264) Total expenses (3,197) (1,793) Net investment income (loss) (754) (1,424) Realized and change in unrealized gains (losses) Net realized gain (loss) (1,760) 24,148 Net change in unrealized appreciation (depreciation) (1,033) (16,792) Net gain (loss) on investment transactions (2,793) 7,356 Net income (loss) $ (3,547) $ 5,932 GLRE Limited Partners’ share of net income (loss) (1) $ (3,138) $ 4,077 (1) Net income (loss) is net of management fees and performance allocation presented below: Three months ended March 31 2023 2022 ($ in thousands) Management fees $ 1,068 $ 891 Performance allocation — 453 Total $ 1,068 $ 1,344 See Note 10 for further details on related party management fees and performance allocation. |