PROSPECTUS SUPPLEMENT
(To Prospectus dated August 5, 2020)
20,000,000 DEPOSITARY SHARES
RENAISSANCERE HOLDINGS LTD.
EACH REPRESENTING A 1/1,000th INTEREST IN A SHARE OF 4.20%
SERIES G PREFERENCE SHARES
$25 PER DEPOSITARY SHARE
We are selling 20,000,000
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 4.20% of the liquidation preference per annum (equivalent to $1,050 per share and $1.05 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.
|
|
|
|
|
|
|
|
|
|
|
PER
DEPOSITARY
SHARE
|
|
|
TOTAL
|
|
Public Offering Price(1)
|
|
$
|
25.0000
|
|
|
$
|
500,000,000
|
|
Underwriting Discount(2)
|
|
$
|
0.5000
|
|
|
$
|
10,000,000
|
|
Proceeds to RenaissanceRe Holdings Ltd. (before expenses)
|
|
$
|
24.5000
|
|
|
$
|
490,000,000
|
|
(1)
|
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 12, 2021.
|
(2)
|
See Underwriting beginning on page S-65 of this prospectus
supplement for additional discussion regarding underwriting compensation and discounts.
|
The underwriters expect to deliver the Depositary
Shares to purchasers on or about July 12, 2021.
Joint Book-Running Managers
|
|
|
|
|
|
|
|
|
Wells Fargo Securities
|
|
BofA Securities
|
|
Morgan Stanley
|
|
RBC Capital Markets
|
|
UBS Investment Bank
|
|
|
|
|
Joint Lead Managers
|
|
|
|
|
|
|
Barclays
|
|
Citigroup
|
|
HSBC
|
|
|
|
|
|
|
Co-Managers
|
|
|
|
|
BMO Capital Markets Credit
Suisse
|
July 7, 2021