SUBJECT TO COMPLETION DATED
JULY 7, 2021
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated August 5, 2020)
DEPOSITARY SHARES
RENAISSANCERE HOLDINGS LTD.
EACH REPRESENTING A 1/1,000th INTEREST IN A SHARE OF %
SERIES G PREFERENCE SHARES
$25 PER DEPOSITARY SHARE
We are selling
depositary shares (the Depositary Shares), each of which represents a 1/1,000th interest in a share of our
preference shares, par value $1.00 per share. Each Depositary Share, evidenced by a depositary receipt, entitles the holder, through Computershare Inc. and Computershare Trust Company, N.A., acting as depositary (together in such capacity, the
Depositary), to a proportional fractional interest in all rights and preferences of the preference shares represented thereby (including any dividend, liquidation, redemption and voting rights).
Upon liquidation, dissolution or winding up, the holders of the preference shares will be entitled to receive from our assets legally available for distribution
to shareholders a liquidation preference of $25,000 per share (equivalent to $25 per Depositary Share), plus declared and unpaid dividends, if any, to, but excluding, the date fixed for distribution, without accumulation of any undeclared dividends,
and without interest. Dividends on the preference shares will be payable from the date of original issuance on a non-cumulative basis only when, as and if declared by our Board of Directors, quarterly in
arrears on the first day of March, June, September and December of each year, commencing September 1, 2021, in an amount per share equal to % of the liquidation preference per annum (equivalent to
$ per share and per Depositary Share). Distributions
will be made in respect of the Depositary Shares if and to the extent dividends are paid on the related preference shares.
On and after July 15, 2026,
we may redeem the preference shares, in whole or in part, at any time, at a redemption price of $25,000 per share (equivalent to $25 per Depositary Share), plus an amount equal to the portion of the quarterly dividend attributable to the
then-current dividend period to, but excluding, the date of redemption. No redemption may occur prior to July 15, 2026 except in the limited circumstances described in the paragraph below and unless (1) we have sufficient funds in order to
meet the Bermuda Monetary Authoritys (the BMA) Enhanced Capital Requirement or we replace the capital represented by the preference shares to be redeemed with capital having equal or better capital treatment as the preference
shares under the Group Rules (as defined herein), and (2) the BMA (or its successor, if any) approves of the redemption (the conditions described in the preceding clauses (1) and (2), the Redemption Requirements). In general,
the preference shares may not be redeemed at any time if the Enhanced Capital Requirement would be breached immediately before or after giving effect to such redemption, unless we replace the capital represented by preference shares to be redeemed
with capital having equal or better capital treatment under the Group Rules.
We may not redeem the preference shares before July 15, 2026, except that
we may redeem in whole, but not in part, the preference shares before that date at a redemption price of $26,000 per share (equivalent to $26 per Depositary Share), plus declared and unpaid dividends, if any, to, but excluding, the date of
redemption, without accumulation of any undeclared dividends, and without interest, if we submit a proposal to our common shareholders concerning an amalgamation or submit any proposal for any other matter that requires, as a result of a change in
Bermuda law, the approval of the holders of the preference shares, whether voting as a separate series or together with any other series of preference shares as a single class; provided that the Redemption Requirements are met. In addition,
at any time following the occurrence of a tax event or within 90 days following the occurrence of a capital redemption trigger date, each as described elsewhere in this prospectus supplement, we may redeem the preference
shares, in whole or in part, at a redemption price of $25,000 per share (equivalent to $25 per Depositary Share), plus declared and unpaid dividends, if any, to, but excluding, the date of redemption, without accumulation of any undeclared
dividends, and without interest; provided that no redemption may occur prior to July 15, 2026 unless the Redemption Requirements are met. Further, at any time within 90 days following the occurrence of a rating agency event,
as described elsewhere in this prospectus supplement, we may redeem the preference shares, in whole or in part, at a redemption price of $25,500 per share (equivalent to $25.50 per Depositary Share), plus declared and unpaid dividends, if any, to,
but excluding, the date of redemption, without accumulation of any undeclared dividends, and without interest; provided that no redemption may occur prior to July 15, 2026 unless the Redemption Requirements are met. If the preference
shares are redeemed, in whole or in part, a corresponding number of Depositary Shares will be redeemed with the proceeds received by the Depositary from the redemption of the preference shares held by the Depositary.
Neither the Depositary Shares nor the preference shares have a stated maturity, nor will they be subject to any sinking fund or mandatory redemption nor
convertible into any of our other securities.
There is currently no public market for the Depositary Shares or the preference shares. We intend to file an
application to list the Depositary Shares on the New York Stock Exchange under the symbol RNRPRG. If this application is approved, trading in the Depositary Shares is expected to commence within a
30-day period after the initial delivery of the Depositary Shares.
Investing in our preference shares and the
Depositary Shares involves certain risks. You are urged to carefully read the Risk Factors section beginning on page S-7 of this prospectus supplement, along with the
other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, before you make your investment decision.
The permission of the BMA is required, under the provisions of the Exchange Control Act 1972 and related regulations, for all issuances and transfers of shares
(which includes the preference shares) of Bermuda companies to or from a non-resident of Bermuda for exchange control purposes, other than in cases where the BMA has granted a general permission. The BMA, in
its notice to the public dated June 1, 2005, has granted a general permission for the issue and subsequent transfer of any securities of a Bermuda company from and/or to a non-resident of Bermuda for
exchange control purposes for so long as any Equity Securities of the company (which would include the preference shares) are listed on an Appointed Stock Exchange (which would include the New York Stock Exchange). In
granting the general permission the BMA accepts no responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus supplement and the accompanying prospectus.
None of the Securities and Exchange Commission, any state securities commission, the Registrar of Companies in Bermuda, the Bermuda Monetary Authority or any
other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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PER
DEPOSITARY
SHARE
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TOTAL
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Public Offering Price(1)
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$
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25.0000
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$
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Underwriting Discount(2)
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$
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$
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Proceeds to RenaissanceRe Holdings Ltd. (before expenses)(3)
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$
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$
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(1)
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The public offering price does not include accumulated dividends, if any, that may be declared. Dividends, if
declared, will accumulate from the date of original issuance, which is expected to be July , 2021.
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(2)
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The underwriting discount is calculated using an average weighted sum of
$ per Depositary Share for retail orders ( Depositary
Shares) and $ per Depositary Share for institutional orders
( Depositary Shares). See Underwriting beginning on page S-65 of this
prospectus supplement for additional discussion regarding underwriting compensation and discounts.
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(3)
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The proceeds per Depositary Share, before expenses, to us are calculated using an average weighted underwriting
discount for retail and institutional orders.
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The underwriters may also purchase from us up to an additional
Depositary Shares at the public offering price, less the underwriting discount payable by us, within five business days from the
date of this prospectus supplement to cover over-allotments, if any.
The underwriters expect to deliver the Depositary Shares to purchasers on or about
July , 2021.
Joint Book-Running Managers
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Wells Fargo Securities
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BofA Securities
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Morgan Stanley
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RBC Capital Markets
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UBS Investment Bank
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July , 2021