Current Report Filing (8-k)
November 16 2017 - 6:10AM
Edgar (US Regulatory)
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): November 16, 2017 (November 13, 2017)
Third Point Reinsurance Ltd.
(Exact name of registrant as specified in its charter)
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Bermuda
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001-36052
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98-1039994
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S Employer
Identification No.)
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Point House
3 Waterloo Lane
Pembroke
HM 08 Bermuda
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: +1 441
542-3300
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule
12b-2
under the Exchange Act (17 CFR
240.12b-2).
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 8.01 Other Events
On November 13, 2017, Third Point Reinsurance Ltd. (the Company), certain of the Companys shareholders, including investment funds
affiliated with Kelso & Company (the Selling Shareholders) and J.P. Morgan Securities LLC (the Underwriter) entered into an underwriting agreement (the Underwriting Agreement) pursuant to which the
Selling Shareholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Shareholders, subject to and upon terms and conditions set forth therein, 15,000,000 of the Companys common shares (the
Offering). The Underwriter has the option to purchase an additional 2,250,000 shares from the Selling Shareholders for 30 days after the Offering.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof,
which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
A copy of the opinion of Conyers Dill & Pearman Limited as
to the validity of the common shares is filed as Exhibit 5.1 hereto. A copy of the opinion of Debevoise & Plimpton LLP as to certain tax matters related to the Offering is filed as Exhibit 8.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
The exhibits below are filed as Exhibits to the Registration Statement on Form
S-3
(file
No. 333-221518)
filed with respect to the common shares.
SIGNATURE
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.
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Date: November 16, 2017
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Third Point Reinsurance Ltd.
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By:
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/s/ Christopher S. Coleman
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Name:
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Christopher S. Coleman
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Title:
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Chief Financial Officer
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