On August 7, 2017, Validus Holdings,Ltd. (the “Company”) and Validus Reinsurance,Ltd. (“Validus Re”) entered into a $65.0million unsecured revolving credit facility with Barclays Bank PLC, as the lender (the “Barclays Unsecured Revolving Facility”) expiring August 6, 2018. Loans under the Barclays Unsecured Revolving Facility will be available for the general corporate and working capital purposes of the Company. Borrowings under the Barclays Unsecured Revolving Facility bear interest at the base rate (the higher of (i) the prime rate quoted in the Wall Street Journal, (ii) the federal reserve bank effective rate plus 0.50%, and (iii) the adjusted LIBOR rate plus 1.0%) or the adjusted LIBOR rate applicable to such loans, plus an applicable rate.

Also on August 7, 2017, the Company and Validus Re entered into a $100.0million unsecured revolving credit facility with HSBC Bank USA, National Association, as the lender (the “HSBC Unsecured Revolving Facility” and together with the Barclays Unsecured Revolving Facility, the “Credit Facilities”) expiring December 31, 2019. Loans under the HSBC Unsecured Revolving Facility will be available for the general corporate and working capital purposes of the Company. Borrowings under the HSBC Unsecured Revolving Facility bear interest at the base rate (the higher of (i) the prime rate announced by HSBC Bank USA, National Association, (ii) the higher of the federal reserve bank effective rate the overnight bank funding rate plus 0.50%, or (iii) the adjusted LIBOR rate plus 1.0%).

The Credit Facilities contain covenants that include, among other things (i)the requirement that the Company initially maintain a minimum level of consolidated net worth of at least $2,789,131,000 and, commencing with the end of the fiscal quarter ending September 30, 2017, to be increased quarterly by an amount equal to 25% of the Company’s consolidated net income (if positive) for such quarter plus 50% of the aggregate increases in the consolidated shareholders’ equity of the Company during such fiscal quarter by reason of the issuance and sale of common equity interests of the Company, including upon any conversion of debt securities of the Company into such equity interests, (ii)the requirement that the Company maintain at all times a consolidated total debt to consolidated total capital ratio not greater than 0.35:1.00, and (iii)the requirement that Validus Re and any certain other material insurance subsidiaries maintain a financial strength rating byA.M. Best of not less than “B++” (Fair). In addition, the Credit Facilities contain customary negative covenants applicable to the Company and its subsidiaries, including limitations on the ability to pay dividends and other payments in respect of equity interests at any time that the Company is otherwise in default with respect to certain provisions under the respective Credit Facilities, limitations on the ability to incur liens, sell assets, merge or consolidate with others, enter into transactions with affiliates, and limitations on the ability of its subsidiaries to incur indebtedness. The Credit Facilities also contain customary affirmative covenants, representations and warranties and events of default for credit facilities of its type.

The foregoing descriptions does not purport to be complete and are qualified in their entirety by reference to the agreements attached hereto as Exhibits 10.1 and 10.2 which are incorporated herein by reference.

Certain of the lenders party to the Credit Facilities described herein and their respective affiliates may have, from time to time, performed various investment or commercial banking and financial advisory services for the Company in the ordinary course of business.

The information set forth in Item 1.01 is incorporated herein by reference.

VALIDUS HOLDINGS LTD Exhibit
EX-10.1 2 a101barcl191.htm EXHIBIT 10.1 a101barcl191 CREDIT AGREEMENT dated as of August 7,…
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About VALIDUS HOLDINGS, LTD. (NYSE:VR)

Validus Holdings, Ltd. is a holding company. The Company conducts its operations through four operating segments: Validus Re, Talbot, Western World and AlphaCat. Validus Re is a Bermuda-based reinsurance segment focused treaty reinsurance. AlphaCat is an investment advisor managing capital from third parties and the Company in insurance linked securities and other investments in the property catastrophe reinsurance space. Talbot is a specialty insurance segment operating within the Lloyd’s insurance market through Syndicate 1183. Western World is a specialty excess and surplus lines insurance segment operating within the United States commercial market. Validus Re operates primarily through approximately two reinsurance companies, including Validus Reinsurance, Ltd. and Validus Reinsurance (Switzerland) Ltd. (Validus Re Swiss). The AlphaCat segment operates through AlphaCat Managers, Ltd. that leverages the Company’s underwriting and analytical expertise for third party investors.