JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR) Files An 8-K Other Events

JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR) Files An 8-K Other Events

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Item 8.01.

Other Events.

On May 30, 2017, James River Group Holdings, Ltd. (the Company)
entered into an Underwriting Agreement (the Underwriting
Agreement) with D. E. Shaw CF-SP Franklin, L.L.C., D. E. Shaw
CH-SP Franklin, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C.
(collectively, the Selling Shareholders) and Morgan Stanley Co.
LLC (the Underwriter), to which the Selling Shareholders agreed
to sell an aggregate of 4,250,000 common shares, par value
$0.0002 per share, of the Company to the Underwriter at a price
of $39.41 per share (the Offering). The Company will not receive
any proceeds from the sale of the common shares by the Selling
Shareholders.

The Underwriting Agreement contains customary representations,
warranties and agreements by each of the Company and the Selling
Shareholders, and also provides for customary indemnification by
each of the Company, the Selling Shareholders, and the
Underwriter against certain liabilities and customary
contribution provisions in respect of those liabilities,
including for liabilities under the Securities Act of 1933, as
amended. The Offering is being made to a prospectus supplement,
dated May 30, 2017, to the prospectus, dated January 14, 2016,
which was included in the Companys shelf registration statement
on Form S-3 (File No. 333-208903), which was declared effective
by the Securities and Exchange Commission on January 14, 2016.

The above summary of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by the
Underwriting Agreement, a copy of which is attached hereto as
Exhibit 1.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
1.1 Underwriting Agreement, dated May 30, 2017, among James River
Group Holdings, Ltd., D. E. Shaw CF-SP Franklin, L.L.C., D.
E. Shaw CH-SP Franklin, L.L.C., D. E. Shaw Oculus Portfolios,
L.L.C. and Morgan Stanley Co. LLC
5.1 Opinion of Conyers Dill Pearman Limited
8.1 Opinion of Bryan Cave LLP regarding certain tax matters
23.1 Consent of Conyers Dill Pearman Limited (included in Exhibit
5.1)
23.2 Consent of Bryan Cave LLP (included in Exhibit 8.1)


About JAMES RIVER GROUP HOLDINGS, LTD. (NASDAQ:JRVR)

James River Group Holdings, Ltd. is an insurance holding company. The Company owns and operates a group of specialty insurance and reinsurance companies. The Company operates through four segments: Excess and Surplus Lines, Specialty Admitted Insurance, Casualty Reinsurance, and Corporate and Other. The Excess and Surplus Lines segment offers excess and surplus commercial lines liability and property insurance. The Specialty Admitted Insurance segment focuses on a range of markets within the standard insurance markets, such as workers’ compensation coverage for residential contractors, light manufacturing operations, transportation workers and healthcare workers. The Casualty Reinsurance segment provides proportional and working layer casualty reinsurance to third parties and to the United-based insurance subsidiaries. The Corporate and Other segment consists of the management and treasury activities of its holding companies and interest expense associated with its debt.

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