RENAISSANCERE HOLDINGS LTD false 0000913144 0000913144 2020-01-06 2020-01-06 0000913144 us-gaap:CommonStockMember 2020-01-06 2020-01-06 0000913144 rnr:SeriesC6.08PreferenceSharesParValue1.00pershareMember 2020-01-06 2020-01-06 0000913144 rnr:SeriesE5.375PreferenceSharesParValue1.00pershareMember 2020-01-06 2020-01-06 0000913144 us-gaap:SeriesFPreferredStockMember 2020-01-06 2020-01-06

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 6, 2020

 

RenaissanceRe Holdings Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

001-14428

 

98-0141974

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Renaissance House 12 Crow Lane, Pembroke

Bermuda

 

HM 19

(Address of principal executive offices)

 

(Zip Code)

(441) 295-4513

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

symbol

 

Name of each exchange

on which registered

Common Shares, Par Value $1.00 per share

 

RNR

 

New York Stock Exchange

Series C 6.08% Preference Shares, Par Value $1.00 per share

 

RNR PRC

 

New York Stock Exchange

Series E 5.375% Preference Shares, Par Value $1.00 per share

 

RNR PRE

 

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a Series F 5.750% Preference Share, Par Value $1.00 per share

 

RNR PRF

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On January 6, 2020, RenaissanceRe Holdings Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Tokio Marine & Nichido Fire Insurance Co., Ltd. (the “Selling Stockholder”) and Morgan Stanley & Co. LLC (the “Underwriter”). The Underwriting Agreement provided for the offer and sale by the Selling Stockholder (the “Offering”) of 1,739,071 common shares, par value $1.00 per share, of the Company (the “Shares”).

The Offering was made pursuant to a shelf registration statement on Form S-3 (No. 333-235821), filed with the United States Securities and Exchange Commission (the “SEC”) on January 6, 2020, and a prospectus supplement filed with the SEC on January 7, 2020. The Offering of the Shares closed on January 9, 2020.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Stockholder. It also provides for customary indemnification of the Underwriter by each of the Company and the Selling Stockholder for certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On January 6, 2020, the Company issued a press release announcing the pricing of the Offering of the Shares. The press release announcing the pricing of the Offering is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
 

  1.1

   

Underwriting Agreement, dated January 6, 2020, by and among RenaissanceRe Holdings Ltd., Tokio Marine & Nichido Fire Insurance Co., Ltd. and Morgan Stanley & Co. LLC.

         
 

99.1

   

Press Release, dated January 6, 2020.

         
 

101

   

Pursuant to Rule 406 of Regulation S-T, the cover page information in formatted in Inline XBRL.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

RENAISSANCERE HOLDINGS LTD.

             

Date: January 9, 2020

 

 

By:

 

/s/ Stephen H. Weinstein

 

 

Name:

 

Stephen H. Weinstein

 

 

Title:

 

Senior Vice President, Group General Counsel and Corporate Secretary

RenaissanceRe (NYSE:RNR)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more RenaissanceRe Charts.
RenaissanceRe (NYSE:RNR)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more RenaissanceRe Charts.