Blue Capital Reinsurance Holdings Ltd. (NYSE:BCRH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Each Blue Capital Reinsurance Holdings Ltd. (the “Company”) director receives, or is entitled to receive, the following compensation for services as a director: an annual cash retainer of $50,000 and an annual grant of restricted share units with a grant-date fair value of approximately $25,000, which vests over a three-year period (“Director Compensation”). The Chairman, Lead Director and any director who serves as Chair of the Compensation Committee also receives an additional annual cash retainer of $5,000, and any director who serves as Chair of the Audit Committee receives an additional annual cash retainer of $15,000.
As Company directors, Mr.Michael McGuire and Mr.John V. Del Col are entitled to the Director Compensation.As Chairman of the Board of Directors, Mr.McGuire is entitled to an additional annual cash retainer of $5,000.Mr.McGuire is not entitled to any compensation for his services as Chief Executive Officer of the Company.
Previously, Messrs. McGuire and Del Col each entered into a written letter agreement instructing the Company to assign to Endurance Specialty Holdings Ltd. (“Endurance”) his rights to any remuneration, including but not limited to cash, equity and equity-based awards, paid, payable or granted to him in his capacity as a director of the Company for so long as he remains an Endurance employee (the “Endurance Letter”).
On September27, 2017, Endurance entered into a Stock and Asset Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Sompo International Holdings Ltd. (“Sompo International”), an affiliated wholly-owned indirect subsidiary of Sompo Holdings, Inc. to the terms of the Purchase and Sale Agreement, Endurance transferred substantially all of its assets and liabilities to Sompo International, effective September27, 2017 (the “Transaction”).
As a result of the Transaction, Messrs. McGuire and Del Col became employees of Sompo International and the Company’s manager, Blue Capital Management Ltd., became a wholly-owned subsidiary of Sompo International.
On September27, 2017, Messrs. McGuire and Del Col each entered into a written letter agreement superseding the Endurance Letter instructing the Company to assign to Sompo International his rights to any remuneration, including but not limited to cash, equity and equity-based awards, paid, payable or granted to him in his capacity as a director of the Company for so long as he remains a Sompo International employee. Sompo International and its wholly-owned subsidiary, Endurance Specialty Insurance Ltd., own 33.2% of the Company’s common shares as a result of the Transaction.
| Item 5.02 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d)Exhibits
| Exhibit No. |
Description |
| 10.1 | Letter dated September 27, 2017 by and among John V. Del Col, Sompo International Holdings Ltd. and Blue Capital Reinsurance Holdings Ltd. |
| 10.2 | Letter dated September 27, 2017 by and among Michael J. McGuire, Sompo International Holdings Ltd. and Blue Capital Reinsurance Holdings Ltd. |
EXHIBITINDEX
Blue Capital Reinsurance Holdings Ltd. ExhibitEX-10.1 2 d457118dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 September 27,…To view the full exhibit click here
About Blue Capital Reinsurance Holdings Ltd. (NYSE:BCRH)
Blue Capital Reinsurance Holdings Ltd. provides collateralized reinsurance in the property catastrophe market and invests in various insurance-linked securities. The Company conducts its operations through its subsidiaries, including Blue Capital Re Ltd. (Blue Capital Re), which provides collateralized reinsurance, and Blue Capital Re ILS Ltd. (Blue Capital Re ILS), which conducts hedging and other investment activities. Blue Capital Re provides reinsurance to third-party insurance and reinsurance companies through reinsurance contracts, either directly with the cedant or on a fronted basis. Blue Capital Re ILS may purchase catastrophe bonds to access certain risks. Blue Capital Re or Blue Capital Re ILS may buy and sell industry loss warranties as a way to access certain risks. Blue Capital Re ILS’ portfolio may include over-the-counter or exchange-traded futures or options listed on catastrophe indexes, such as catastrophe or weather derivatives.