United States securities and exchange commission logo
July 5, 2023
Pina Albo
Chief Executive Officer
Hamilton Insurance Group, Ltd.
Wellesley House North, 1st Floor
90 Pitts Bay Road
Pembroke HM 08 Bermuda
Re: Hamilton Insurance
Group, Ltd.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 20,
2023
CIK No. 0001593275
Dear Pina Albo:
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. 1 to Draft Registration Statement on Form S-1
General
1. We note your response
to our prior comment 2 and reissue in part. Please balance your
disclosure relating to
"strong balance sheet" by also including your net losses for the last
fiscal year, as well as
your cumulative losses. In particular, your presentation should
clarify how the balance
sheet allows you to absorb periods where catastrophic or other
significant events
cause you to owe significant payouts on our policies or your reinsurance
obligations.
2. We note your disclosure
on page F-100 that "certain of Hamilton Group's shareholders
Pina Albo
FirstName LastNamePina
Hamilton Insurance Group,Albo
Ltd.
Comapany
July 5, 2023NameHamilton Insurance Group, Ltd.
July 5,2 2023 Page 2
Page
FirstName LastName
that own an aggregate of 62.0 million Class A, Class B and Class
shares" have
liquidity rights upon the occurrence of a trigger event. Please
disclose who these
shareholders are, define the trigger event in the prospectus, and
disclose any material risks
to investors. In addition, tell us if these shareholders are your
affiliates and how they
acquired the shares.
Unique Investment Management Relationship with Two Sigma, page 5
3. Revise this section to balance your discussion of the annualized
returns on your
investments through Two Sigma from 2014 through 2022, to indicate the
recent
performance of the funds, including fair value declines for the
Futures fund in both 2022
and in the first quarter of 2023.
Prospectus Summary
Proprietary technology infrastructure, page 7
4. Revise this section, and other appropriate sections, to discuss the
extent to which you are
dependent on Two Sigma to support your technological infrastructure,
including the
pricing of policies and/or your risk calculations.
Risks Related to Our Investment Strategy, page 42
5. We note your disclosure about reported management and governance
difficulties within
Two Sigma. Based on news reporting related to the underlying
disagreements reported in
the Form ADV, it appears that the "C-level officers" who are unable to
agree are Dr.
Siegel and Mr. Overdeck, the co-chairmen and CEOs of Two Sigma. The
two gentlemen
are labeled as "Two Sigma Key Persons" and are also members of your
Board. Please add
a separately captioned risk factor to address material risks to you
that could result if the
C-level officers are deadlocked in managing Two Sigma or their
disagreements
materially impact the decisions of your Board.
We do not have control over the Two Sigma Hamilton Fund, page 43
6. We note your disclosure on page 45 related to the June 20, 2023 ADV
filing, in
which Two Sigma disclosed that disagreements within Two Sigma's
management,
including the lack of governance structures to settle agreements,
could present a material
risk to meeting client mandates. Revise this risk factor, as well as
other appropriate risk
factors to specifically address how this disclosure could impact the
relevant risks you face
based on your reliance upon Two Sigma, and the limitations on your
ability to divest your
interests in the funds, should the risk begin to threaten the value of
your investments
through the fund.
Risk Factors
The Managing Member, Two Sigma and their respective affiliates, page 46
7. We note recent press articles that state that Two Sigma participates
in the reinsurance
Pina Albo
FirstName LastNamePina
Hamilton Insurance Group,Albo
Ltd.
Comapany
July 5, 2023NameHamilton Insurance Group, Ltd.
July 5,3 2023 Page 3
Page
FirstName LastName
market. Revise this risk factor to discuss any of your insurance
activities that Two Sigma
competes with Hamilton, either directly, or by providing services to
your direct
competitors.
International Segment
Net Premiums Earned, page 98
8. We note your response to comment 17 and your revised disclosures.
Please revise the
disclosures for each of your reportable segments (International and
Bermuda) to include
details of the impacts on your net premiums earned and any other noted
trends by the
key products listed for each segment on pages 13-14.
Credit Facilities, page 135
9. We note your response to our prior comment 20. For each credit
facility that has been
utilized by Hamilton or its subsidiaries during the past year, revise
to disclose the nature
of the rate paid. Also, since many of these facilities will expire
within a year, please
revise to state their short term nature and provide management's views
about the
possibility of extending the agreements with the respective creditor.
Two Sigma Hamilton Fund, page 139
10. Please revise your disclosures to discuss the performance of each of
your investments in
Two Sigma Funds (e.g. Two Sigma Futures Portfolio, LLC, Two Sigma
Spectrum
Portfolio, LLC, and Two Sigma Equity Spectrum Portfolio, LLC),
including a discussion
of the related unrealized gains/losses.
Business, page 143
11. We note that on pages 7 and 15 you discuss the "Hamilton View of Risk"
and how it
impacts your pricing and risk management models. In this section, or
in another
appropriate section of the registration statement, please discuss in
further detail the inputs
that contribute to the HVR, and how management uses the view to manage
the business.
Investments, page 162
12. We note your response to our prior comment 26 and reissue in part.
Please describe
material terms of any agreements you have signed with DWS Investment
Management
Americas, Inc. and Conning Asset Management Limited. In particular,
please discuss any
provisions that would impact Hamilton's ability to liquidate its
holdings in the fixed
income portfolio in the event that additional liquidity was required.
File your agreements
with DWS and Conning as exhibits to the registration statement or
advise.
Composition of the Board of Directors of Hamilton, page 182
13. We note your disclosure here that "as many as four shareholders will
each have the right
to appoint one director if such shareholder continues to hold a
prescribed number of
Pina Albo
Hamilton Insurance Group, Ltd.
July 5, 2023
Page 4
common shares." Please identify the four shareholders who have the right
to appoint a
director to your board and quantify the number of shares they are
required to hold to
continue to have this right.
Consolidated Balance Sheets, page F-7
14. We reissue prior comment 30 in part. Please provide us with a detailed
analysis and
revise your related disclosures, including references to ASC 810, of your
determination
that you are the primary beneficiary of TS Hamilton Fund. Further, we
note that you
disclose on page 95 that Total realized and unrealized gains (losses) on
investments and
net investment income (loss) - TSHF is net of management fees and
expenses and gross of
incentive allocations. Please tell us your basis in the accounting
literature for your
presentation.
You may contact Sarmad Makhdoom at (202) 551-5776 or Michael Henderson
at (202)
551-3364 if you have questions regarding comments on the financial statements
and related
matters. Please contact Tonya K. Aldave at (202) 551-3601 or Chris Windsor,
Legal Branch
Chief, at (202) 551-3419 with any other questions.
Sincerely,
FirstName LastNamePina Albo
Division of
Corporation Finance
Comapany NameHamilton Insurance Group, Ltd.
Office of Finance
July 5, 2023 Page 4
cc: Matthew B. Stern, Esq.
FirstName LastName