VALIDUS HOLDINGS, LTD. (NYSE:VR) Files An 8-K Entry into a Material Definitive Agreement

VALIDUS HOLDINGS, LTD. (NYSE:VR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement.

On December22, 2017, Validus Reinsurance, Ltd. (the “Company”), a wholly owned subsidiary of Validus Holdings, Ltd., entered into a Subscription Agreement (the “Subscription Agreement”) with Aquiline Co-Invest III GP Ltd., a Cayman Islands exempted company (the “General Partner”) to which the Company is committing and agreeing to purchase limited partnership or other comparable limited liability equity interests (the “Limited Partnership Interests”) in Aquiline Armour Co-Invest L.P., a Cayman Islands exempted limited partnership (the “Partnership”), and/or one or more Alternative Investment Vehicles and Intermediate Entities (together with the Partnership, the “Fund” or the “Entities”) with a capital commitment (the “Commitment”) in an amount equal to $40,339,933.99 as a limited partner in the Partnership.

to the terms of the Subscription Agreement, the Company has agreed to indemnify and hold harmless the Partnership, each partner thereof, and each other Entity and each partner or member thereof, from and against any loss, damage or liability due to or arising out of a breach by the Company of any representation, warranty or agreement of the Company contained in the Subscription Agreement or in any other document provided by the Company to the Fund or in any agreement (other than the Entity agreements) executed by the Company with any Entity or the General Partner in connection with the Company’s investment in Limited Partnership Interests. The Limited Partnership Interests are governed by the terms of an Amended and Restated Exempted Limited Partnership Agreement dated as of December 22, 2017.

The foregoing description of the Subscription Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 1.01

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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

Item 1.01

Financial Statements and Exhibits.


Exhibits. The following exhibits are filed herewith:

EX-10.1 2 a20171228-ex101subscriptio.htm EXHIBIT 10.1 Exhibit SUBSCRIPTION AGREEMENTAquiline Co-Invest III GP Ltd.c/o Aquiline Capital Partners LLC535 Madison Avenue,…
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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.

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