RenaissanceRe Holdings Ltd. (NYSE:RNR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On June26, 2017, RenaissanceRe Finance Inc. (RRFI), an indirect
wholly owned subsidiary of RenaissanceRe Holdings Ltd. (the
Company), and the Company entered into an underwriting agreement
(the Underwriting Agreement) with Barclays Capital Inc. and Wells
Fargo Securities, LLC, as representatives of the underwriters
named therein. The Underwriting Agreement provided for the offer
and sale (the Offering) of $300,000,000 aggregate principal
amount of RRFIs 3.450% Senior Notes due 2027 (the Notes), which
Notesare guaranteed on a senior unsecured basis by the Company.
The Offering was made to a shelf registration statement on Form
S-3 (Nos. 333-206233 and 333-206233-03) filed with the United
States Securities and Exchange Commission (the SEC) on August7,
2015 and a prospectus supplement filed with the SEC on June28,
2017. The Offering of the Notes closed on June29, 2017. In
connection with the Offering, RRFI and the Company entered into
several contracts as described below.
Underwriting Agreement
On June26, 2017, RRFI, as issuer, and the Company, as guarantor,
entered into the Underwriting Agreement with Barclays Capital
Inc. and Wells Fargo Securities, LLC, as representatives of the
underwriters named therein, with respect to the Offering. A copy
of the Underwriting Agreement is attached as Exhibit 1.1 hereto,
and is incorporated herein by reference.
Senior Indenture and First SupplementalIndenture
On June29, 2017, RRFI, as issuer, the Company, as guarantor, and
Deutsche Bank Trust Company Americas, as trustee, entered into a
senior indenture (the Senior Indenture) and a first supplemental
indenture (the First Supplemental Indenture). The Senior
Indenture and the First Supplemental Indenture set forth the
terms and conditions under which the Notes were issued as well as
the rights and obligations of the parties thereto and of the
holders of the Notes. Copies of the Senior Indenture and the
First Supplemental Indenture are filed as Exhibits 4.1 and 4.2
hereto, respectively, and are incorporated herein by reference.
Senior Debt Securities Guarantee Agreement
On June29, 2017, the Company, as guarantor, and Deutsche Bank
Trust Company Americas, as guarantee trustee, entered into a
senior debt securities guarantee agreement (the Senior Debt
Securities Guarantee Agreement). A copy of the Senior Debt
Securities Guarantee Agreement is filed as Exhibit 4.3 hereto,
and is incorporated herein by reference.
The foregoing descriptions of the agreements described above are
qualified by reference to the agreements themselves, which are
attached as exhibits to this report.
Item8.01 |
Other Events. |
On June26, 2017, the Company issued a press release announcing
that its subsidiary, RRFI, priced the Offering of the Notes. The
press release announcing the pricing of the Offering is attached
as Exhibit99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits |
| 1.1 |
Underwriting Agreement, dated June26, 2017, among RenaissanceRe Finance Inc., as issuer, RenaissanceRe Holdings Ltd., as guarantor, and Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein. |
|
| 4.1 |
Senior Indenture, dated as of June29, 2017, among RenaissanceRe Finance Inc., as issuer, RenaissanceReHoldings Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee. |
-2-
| 4.2 |
First Supplemental Indenture, dated as of June29, 2017, among RenaissanceRe Finance Inc., as issuer, RenaissanceRe Holdings Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee. |
|
| 4.3 |
Senior Debt Securities Guarantee Agreement, dated as of June29, 2017, between RenaissanceRe Holdings Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as guarantee trustee. |
|
| 5.1 | Opinion of Willkie Farr Gallagher LLP. | |
| 5.2 | Opinion of Conyers Dill Pearman Limited. | |
| 99.1 | Press Release, dated June26, 2017. |
-3-
RENAISSANCERE HOLDINGS LTD ExhibitEX-1.1 2 d404539dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION COPY $300,…To view the full exhibit click here About RenaissanceRe Holdings Ltd. (NYSE:RNR)
RenaissanceRe Holdings Ltd. provides reinsurance and insurance coverages and related services. The Company’s core products include property catastrophe reinsurance and specialty reinsurance risks. The Company’s segments include Catastrophe Reinsurance, Specialty Reinsurance and Lloyd’s. Catastrophe Reinsurance includes catastrophe reinsurance and certain property catastrophe joint ventures managed by the Company’s ventures unit. Specialty Reinsurance includes specialty reinsurance and certain specialty joint ventures managed by its ventures unit. Lloyd’s includes reinsurance and insurance business written through RenaissanceRe Syndicate 1458 (Syndicate 1458). Syndicate 1458 offers a range of property and casualty insurance and reinsurance products including, but not limited to, direct and facultative property, property catastrophe, agriculture, medical malpractice, general liability and professional indemnity.
