Endurance Specialty Holdings Ltd. (NYSE:ENH) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01
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Completion of Acquisition or Disposition of Assets |
The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
At the effective time of the Merger, each issued and outstanding
ordinary share, par value $1.00 per share, of Endurance (each, a
Company Share) (other than Company Shares owned by
Endurance as treasury shares, which were automatically cancelled
without any consideration paid) was automatically canceled and
converted into the right to receive $93.00 in cash, without
interest and subject to any applicable withholding (the Merger
Consideration).
At the effective time of the Merger, each option granted by
Endurance outstanding and unexercised immediately prior to the
Merger (whether or not vested or exercisable) vested in full, was
canceled and converted into the right to receive an amount in
cash equal to the excess, if any, of (a)the Merger Consideration
over (b)the exercise price payable in respect of such Company
Share issuable under such option.
At the effective time of the Merger, each Endurance restricted
share vested in full, in the case of time-based restricted shares
or vested based on actual level of performance (as determined on
the basis of the Merger Consideration) in the case of
performance-based restricted shares, and converted, to the extent
vested, into the right to receive the Merger Consideration.
At the effective time of the Merger, each outstanding right,
contingent or accrued, to acquire or receive Company Shares or
benefits measured by the value of Company Shares (RSU)
vested in full and converted into the right to receive an amount
in cash equal to the product of (a)the total number of Company
Shares subject to such RSU immediately prior to the effective
time of the Merger times (b)the Merger Consideration. Payments
will be made without interest as part of ordinary course payroll
and will be subject to applicable withholding and deductions.
At the effective time of the Merger, each issued and outstanding
6.35% Non-Cumulative Preferred Share, Series C of Endurance
(each, a Series C Preferred Share) and the related
depositary shares, each of which represents a 1/1,000th interest
in a Series C Preferred Share, remained issued and outstanding as
a preferred share of the Surviving Company and are entitled to
the same dividend and all other preferences and privileges,
voting rights, relative, participating, optional and other
special rights, and qualifications, limitations and restrictions
set forth in the certificate of designations applicable to the
Series C Preferred Shares.
| Section3.01 |
Notice Of Delisting Or Failure To Satisfy A Continued Listing Rule Or Standard; Transfer Of Listing |
The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
On March28, 2017, Endurance notified the New York Stock Exchange
(the NYSE) of the effectiveness of the Merger and
requested that the NYSE file with the Securities and Exchange
Commission (the SEC) a Form 25 under the Securities
Exchange Act of 1934, as amended (the Exchange Act), in
order to effect the delisting of the Company Shares from the
NYSE. Such delisting will result in the termination of the
registration of the Company Shares under Section12(b) of the
Exchange Act. Additionally, Endurance will file a Form 15 with
the SEC, requesting the termination of the registration of the
Company Shares under Section12(g) of the Exchange Act.
The Series C Preferred Shares will continue to be listed on the
NYSE and registered with the SEC.
| Item3.03 |
Material Modification to Rights of Security Holders |
The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
In connection with the completion of the Merger and at the
effective time of the Merger, holders of Company Shares
immediately prior to such time ceased to have any rights as
shareholders in the Company (other than their right to receive
the Merger Consideration) and accordingly, no longer have any
interest in the Companys future earnings or growth.
| Item5.01 | Changes in Control of Registrant |
The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
As a result of the Merger, a change in control of the Company
occurred, and the Company is now an indirect, wholly owned
subsidiary of Sompo.
| Item5.02 |
Departure of Certain Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
Upon completion of the Merger and in accordance with the terms of
the Merger Agreement, all of the directors of the Company as of
immediately prior to the completion of the Merger were
automatically removed at the effective time of the Merger and
replaced by Nigel Frudd, the sole director of Merger Sub
immediately prior to the closing. Immediately after the
effectiveness of the Merger on March28, 2017, Sompo Japan
Nipponkoa Insurance Inc., a wholly owned subsidiary of Sompo and
the sole member of the Company, acting by written consent without
a meeting appointed the following additional individuals as
directors of the Company: (i)John R. Charman, (ii)John T. Baily,
(iii)Shigeru Ehara and (iv)Junichi Tanaka.
Following the Merger, (a)Mr.Frudd will serve as a member of the
Surviving Companys Nomination and Compensation Committee, Finance
Committee and Risk Committee, (b)Mr.Charman will serve as a
member of the Surviving Companys Nomination and Compensation
Committee, Finance Committee and Risk Committee, (c)Mr.Baily will
serve as a member of the Surviving Companys Audit and Governance
Committee and (d)Mr.Ehara will serve as a member of the Surviving
Companys Nomination and Compensation Committee.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
Upon completion of the Merger and in accordance with the terms of
the Merger Agreement, the Memorandum of Association of the
Surviving Company was amended to be in the form of the Memorandum
of Association of Merger Sub and Bye-Laws of Merger Sub became
the Bye-Laws of the Surviving Company.
The Altered Memorandum of Association and the Amended and
Restated Bye-Laws of the Surviving Company are attached hereto as
Exhibits 3.1 and 3.2, respectively, and are incorporated by
reference herein.
| Item8.01 | Other Events |
On March28, 2017, Endurance issued a press release announcing the
completion of the Merger. A copy of that press release is
furnished as Exhibit 99.1.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 2.1 |
Agreement and Plan of Merger, dated as of October5, 2016, |
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| 2.2 |
Amendment No. 1 to Agreement and Plan of Merger, dated as |
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| 3.1 | Altered Memorandum of Association of Endurance | |
| 3.2 | Amended and Restated Bye-Laws of Endurance | |
| 99.1 | Press Release Issued by Endurance, dated March 28, 2017 |
About Endurance Specialty Holdings Ltd. (NYSE:ENH)
Endurance Specialty Holdings Ltd. is a holding company. The Company, through its operating subsidiaries in Bermuda, the United States and the United Kingdom, focuses on underwriting specialty lines of personal and commercial property, and casualty insurance and reinsurance. It operates through two segments: Insurance and Reinsurance. In the Insurance segment, it writes agriculture, casualty and other specialty, professional lines, and property, marine/energy and aviation insurance. In the Reinsurance segment, it writes catastrophe, property, casualty, professional lines and specialty reinsurance. Its Insurance and Reinsurance segments both include property-related coverages, which provide insurance or reinsurance of an insurable interest in tangible property for property loss, damage or loss of use. In addition, its Insurance and Reinsurance segments include various casualty insurance and reinsurance coverages, which are concerned with the losses caused by injuries to third parties. Endurance Specialty Holdings Ltd. (NYSE:ENH) Recent Trading Information
Endurance Specialty Holdings Ltd. (NYSE:ENH) closed its last trading session 00.00 at 92.98 with 992,151 shares trading hands.