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.
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into an Underwriting Agreement (the Underwriting Agreement),
between the Company and Merrill Lynch, Pierce, Fenner Smith
Incorporated and Morgan Stanley Co. LLC, as representatives of
the several underwriters included on Schedule A thereto, for the
sale by the Company of 10,000,000 depositary shares (the
Depositary Shares), each representing a 1/1,000th interest in a
share of 5.800% Non-Cumulative Preference Shares, Series B, par
value $0.175 and $25,000 liquidation preference per share (the
Series B Preference Shares). The Depositary Shares were sold
under the Companys shelf registration statement on Form S-3ASR
(Reg. No. 333-197723), as amended (the Form S-3ASR). The Company
intends to use the net proceeds from this offering for general
corporate purposes. The Company intends to list the Depositary
Shares on the New York Stock Exchange under the symbol VRPRB.
Report on Form 8-K is more fully described in the Companys final
prospectus supplement, as filed with the Securities and Exchange
Commission on June 14, 2017 to Rule 424(b)(2) under the
Securities Act of 1933. The offering of the Depositary Shares is
expected to close on June 20, 2017. The foregoing description of
the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to the Underwriting
Agreement attached hereto as Exhibit 1.1 and incorporated by
reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are filed herewith:
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as of June 12, 2017,
between Validus Holdings, Ltd. and Merrill Lynch, Pierce, Fenner Smith Incorporated and Morgan Stanley Co. LLC, as representatives of the several underwriters included on Schedule A thereto. |
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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.
