RenaissanceRe Announces $250 Million Public Offering of Depositary Shares Representing 5.75% Series F Preference Shares
June 11 2018 - 4:51PM
Business Wire
RenaissanceRe Holdings Ltd. (NYSE:RNR) announced today it has
agreed to sell in an underwritten public offering 10,000,000
Depositary Shares, each of which represents a 1/1,000th interest in
a share of its 5.75% Series F Preference Shares, $1.00 par value
and $25,000 liquidation preference per share (equivalent to $25 per
Depositary Share). The public offering price is $25 per Depositary
Share for an aggregate public offering price of $250 million.
RenaissanceRe currently expects to consummate the sale to the
underwriters on June 18, 2018, subject to customary closing
conditions. RenaissanceRe anticipates using the net proceeds from
the offering for general corporate purposes. RenaissanceRe intends
to have the Depositary Shares listed on the New York Stock Exchange
under the symbol “RNRPRF.”
BofA Merrill Lynch, Morgan Stanley & Co. LLC, UBS Securities
LLC and Wells Fargo Securities, LLC are serving as joint
book-running managers for the offering. A shelf registration
statement relating to the offering was originally filed with the
U.S. Securities and Exchange Commission on August 3, 2017 and was
effective upon filing. The offering will be made only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective shelf registration statement.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which the offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of that state. The offering may be made only by
means of a preliminary prospectus supplement and accompanying
prospectus. Copies of the preliminary prospectus, the final
prospectus, when available, and the accompanying prospectus
relating to the offering may be obtained from Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Attention: Prospectus
Department, 200 North College Street, NY1-050-12-01, Charlotte,
North Carolina 28255, Telephone: toll-free: 1-800-294-1322, E-mail:
dg.prospectus_requests@baml.com; Morgan Stanley & Co. LLC,
Attention: Investment Banking Division, 1585 Broadway, 29th Floor,
New York, New York 10036, Facsimile: (212) 507-8999; UBS
Securities LLC, Attention: Fixed Income Syndicate, 1285 Avenue of
the Americas, New York, New York 10019, Facsimile: 203-719-0495; or
Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000,
Minneapolis, MN 55402, Attention: WFS Customer Service, Facsimile:
704-410-0326.
This press release does not constitute a notice of redemption or
an obligation to issue a notice of redemption.
About RenaissanceRe
RenaissanceRe is a global provider of reinsurance and insurance
that specializes in matching well-structured risks with efficient
sources of capital. The Company provides property, casualty and
specialty reinsurance and certain insurance solutions to customers,
principally through intermediaries. Established in 1993, the
Company has offices in Bermuda, Ireland, Singapore, Switzerland,
the United Kingdom and the United States.
Cautionary Statement Regarding Forward-Looking
Statements
Any forward-looking statements made in this Press Release
reflect RenaissanceRe’s current views with respect to future events
and financial performance and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These statements are subject to numerous factors that could cause
actual results to differ materially from those set forth in or
implied by such forward-looking statements, including the
following: the frequency and severity of catastrophic and other
events that the Company covers; the effectiveness of the Company’s
claims and claim expense reserving process; the Company’s ability
to maintain its financial strength ratings; the effect of climate
change on the Company’s business; collection on claimed
retrocessional coverage, and new retrocessional reinsurance being
available on acceptable terms and providing the coverage that we
intended to obtain; the effects of U.S. tax reform legislation and
possible future tax reform legislation and regulations, including
changes to the tax treatment of the Company’s shareholders or
investors in the Company’s joint ventures or other entities the
Company manages; the effect of emerging claims and coverage issues;
soft reinsurance underwriting market conditions; the Company’s
reliance on a small and decreasing number of reinsurance brokers
and other distribution services for the preponderance of its
revenue; the Company’s exposure to credit loss from counterparties
in the normal course of business; the effect of continued
challenging economic conditions throughout the world; a contention
by the Internal Revenue Service that Renaissance Reinsurance Ltd.,
or any of the Company’s other Bermuda subsidiaries, is subject to
taxation in the U.S.; the success of any of the Company’s strategic
investments or acquisitions, including the Company’s ability to
manage its operations as its product and geographical diversity
increases; the Company’s ability to retain key senior officers and
to attract or retain the executives and employees necessary to
manage its business; the performance of the Company’s investment
portfolio; losses that the Company could face from terrorism,
political unrest or war; the effect of cybersecurity risks,
including technology breaches or failure on the Company’s business;
the Company’s ability to successfully implement its business
strategies and initiatives; the Company’s ability to determine the
impairments taken on investments; the effect of inflation; the
ability of the Company’s ceding companies and delegated authority
counterparties to accurately assess the risks they underwrite; the
effect of operational risks, including system or human failures;
the Company’s ability to effectively manage capital on behalf of
investors in joint ventures or other entities it manages; foreign
currency exchange rate fluctuations; the Company’s ability to raise
capital if necessary; the Company’s ability to comply with
covenants in its debt agreements; changes to the regulatory systems
under which the Company operates, including as a result of
increased global regulation of the insurance and reinsurance
industry; changes in Bermuda laws and regulations and the political
environment in Bermuda; the Company’s dependence on the ability of
its operating subsidiaries to declare and pay dividends; aspects of
the Company’s corporate structure that may discourage third-party
takeovers or other transactions; the cyclical nature of the
reinsurance and insurance industries; adverse legislative
developments that reduce the size of the private markets the
Company serves or impede their future growth; consolidation of
competitors, customers and insurance and reinsurance brokers; the
effect on the Company’s business of the highly competitive nature
of its industry, including the effect of new entrants to, competing
products for and consolidation in the (re)insurance industry; other
political, regulatory or industry initiatives adversely impacting
the Company; increasing barriers to free trade and the free flow of
capital; international restrictions on the writing of reinsurance
by foreign companies and government intervention in the natural
catastrophe market; the effect of Organisation for Economic
Co-operation and Development or European Union (“EU”) measures to
increase the Company’s taxes and reporting requirements; the effect
of the vote by the U.K. to leave the EU; changes in regulatory
regimes and accounting rules that may impact financial results
irrespective of business operations; the Company’s need to make
many estimates and judgments in the preparation of its financial
statements; and other factors affecting future results disclosed in
RenaissanceRe’s filings with the Securities and Exchange
Commission, including its Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q.
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version on businesswire.com: https://www.businesswire.com/news/home/20180611006216/en/
Investor:RenaissanceRe Holdings Ltd.Keith McCue,
441-239-4830Senior Vice President, Finance & Investor
RelationsorMedia:Kekst and CompanyPeter Hill or Dawn Dover,
212-521-4800
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