Validus Holdings, Ltd. Announces Public Offering of Depositary Shares Representing Series B Preference Shares
June 12 2017 - 9:29AM
Business Wire
Validus Holdings, Ltd. (“Validus” or the “Company”) (NYSE: VR)
today announced the commencement of an underwritten public offering
of depositary shares, each of which represents a 1/1,000th interest
in a share of its Non-Cumulative Preference Shares, Series B,
$0.175 par value and $25,000 liquidation preference per share
(equivalent to $25 per depositary share). Validus intends to grant
the underwriters a 30-day option to purchase additional depositary
shares to cover over-allotments, if any. Validus intends to apply
to list the depositary shares on the NYSE under the symbol
“VRPRB.”
Validus intends to use the net proceeds from the offering for
general corporate purposes.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Morgan Stanley & Co. LLC are acting as joint book-running
managers for the offering.
The offering will be made pursuant to an existing effective
shelf registration statement (including a prospectus) filed with
the U.S. Securities and Exchange Commission (the “SEC”) and a
preliminary prospectus supplement. Copies of the preliminary
prospectus supplement and accompanying prospectus may be obtained
from the SEC’s website at www.sec.gov or by contacting: Merrill
Lynch, Pierce, Fenner & Smith Incorporated at NC1-004-03-43,
200 North College Street, 3rd Floor, Charlotte, North Carolina,
28255-0001, Attention: Prospectus Department, email:
dg.prospectus_requests@baml.com, Tel: (800) 294-1322 or Morgan
Stanley & Co. LLC at 180 Varick Street, New York, New York
10014, email: prospectus@morganstanley.com, Tel: (800)
584-6837.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the depositary shares, nor shall
there be any offer or sale of the depositary shares in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The depositary shares may be offered only by means of a
prospectus supplement and accompanying base prospectus.
About Validus Holdings, Ltd.
Validus Holdings, Ltd. (“Validus”) is a holding company for
reinsurance and insurance operating companies and investment
advisors including Validus Reinsurance, Ltd. (“Validus Re”), Talbot
Holdings Ltd. (“Talbot”), Western World Insurance Group, Inc.
(“Western World”) and AlphaCat Managers, Ltd. (“AlphaCat”).
Validus Re is a global reinsurance group focused primarily on
treaty reinsurance. Talbot is a specialty insurance group primarily
operating within the Lloyd’s insurance market through Syndicate
1183. Western World is a U.S. specialty lines insurance group
focused on excess and surplus lines. AlphaCat is a Bermuda based
investment adviser managing capital for third parties and Validus
in insurance linked securities and other property catastrophe and
specialty reinsurance investments.
Cautionary Note Regarding Forward-Looking Statements
This press release may include forward-looking statements, both
with respect to the Company and its industry, that reflect our
current views with respect to future events and financial
performance. Statements that include the words "expect", "intend",
"plan", "believe", "project", "anticipate", "will", "may" and
similar statements of a future or forward-looking nature identify
forward-looking statements. All forward-looking statements address
matters that involve risks and uncertainties, many of which are
beyond the Company's control. Accordingly, there are or will be
important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements. We
believe that these factors include, but are not limited to, the
following: 1) unpredictability and severity of catastrophic events;
2) rating agency actions; 3) adequacy of Validus' risk management
and loss limitation methods; 4) cyclicality of demand and pricing
in the insurance and reinsurance markets; 5) statutory or
regulatory developments including tax policy, reinsurance and other
regulatory matters; 6) Validus' ability to implement its business
strategy during "soft" as well as "hard" markets; 7) adequacy of
Validus' loss reserves; 8) continued availability of capital and
financing; 9) retention of key personnel; 10) competition; 11)
potential loss of business from one or more major insurance or
reinsurance brokers; 12) Validus' ability to implement,
successfully and on a timely basis, complex infrastructure,
distribution capabilities, systems, procedures and internal
controls, and to develop accurate actuarial data to support the
business and regulatory and reporting requirements; 13) general
economic and market conditions (including inflation, volatility in
the credit and capital markets, interest rates and foreign currency
exchange rates); 14) the integration of businesses Validus may
acquire or new business ventures Validus may start; 15) the effect
on Validus' investment portfolios of changing financial market
conditions including inflation, interest rates, liquidity and other
factors; 16) acts of terrorism or outbreak of war; and 17)
availability of reinsurance and retrocessional coverage, as well as
management's response to any of the aforementioned factors.
The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included herein and elsewhere,
including the risk factors included in Validus' most recent reports
on Form 10-K and Form 10-Q and other documents of the Company on
file with or furnished to the SEC. Any forward-looking statements
made in this press release are qualified by these cautionary
statements, and there can be no assurance that the actual results
or developments anticipated by Validus will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, Validus or its business or
operations. Except as required by law, the Company undertakes no
obligation to update publicly or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise.
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Investors:Validus Holdings,
Ltd.Investor.Relations@ValidusHoldings.com+1-441-278-9000orMedia:Brunswick
GroupCharlotte Connerton / Bryan Darrow+1-212-333-3810
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