PROSPECTUS
RENAISSANCERE HOLDINGS LTD.
COMMON SHARES
This
prospectus relates solely to the offer and sale by the selling shareholder identified in this prospectus of up to an aggregate of 1,739,071 common shares of RenaissanceRe Holdings Ltd. The common shares that may be offered under this prospectus by
the selling shareholder consist of 1,739,071 common shares issued to Tokio Marine & Nichido Fire Insurance Co., Ltd. (TMNF) pursuant to a Stock Purchase Agreement we entered into with TMNF and, with respect to certain sections
only, Tokio Marine Holdings, Inc. on October 30, 2018 (the TMR Stock Purchase Agreement). We are registering these common shares to satisfy registration rights we have granted to the selling shareholder pursuant to a registration
rights agreement entered into in connection with the TMR Stock Purchase Agreement.
The selling shareholder identified in this prospectus
may offer and sell the common shares from time to time as they may determine on any stock exchange, market or trading facility on which the common shares are traded or in private transactions, at fixed or negotiated prices, directly to purchasers or
through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions as described in the section entitled Plan of Distribution.
We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the common shares by the
selling shareholder. We do not know when or in what amount the selling shareholder may offer the common shares for sale.
Our common
shares are traded on the New York Stock Exchange under the symbol RNR.
INVESTING IN OUR COMMON SHARES INVOLVES CERTAIN
RISKS. SEE RISK FACTORS ON PAGE 3 AND ANY OTHER RISK FACTORS THAT MAY BE INCLUDED IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT OR IN ANY OF THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
We may amend or
supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus, the documents incorporated by reference in this prospectus and any amendments or supplements carefully before you
make your own investment decision.
The date of this prospectus is January 6, 2020.
Consent under the Exchange Control Act 1972 (and its related regulations) has been obtained from the Bermuda Monetary Authority for the issue
and transfer of the common shares to and between non-residents of Bermuda for exchange control purposes provided our common shares remain listed on an appointed stock exchange, which includes the New York
Stock Exchange. In granting such consent the Bermuda Monetary Authority does not accept any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus.
Except as expressly provided in an underwriting agreement, no offered securities may be offered or sold in Bermuda and offers may only be
accepted from persons resident in Bermuda, for Bermuda exchange control purposes, where such offers have been delivered outside of Bermuda. Persons resident in Bermuda, for Bermuda exchange control purposes, may require the prior approval of the
Bermuda Monetary Authority in order to acquire any offered securities.
In this prospectus, references to RenaissanceRe,
we, us, our and the Company refer to RenaissanceRe Holdings Ltd. together with its subsidiaries unless the context indicates otherwise. In addition, references in this prospectus to dollar
and $ are to United States currency, and the terms United States and U.S. mean the United States of America, its states, its territories, its possessions and all areas subject to its jurisdiction.