PROSPECTUS
$1,250,000,000
RENAISSANCERE HOLDINGS LTD.
COMMON SHARES, PREFERENCE SHARES, DEPOSITARY SHARES, DEBT SECURITIES, WARRANTS TO PURCHASE COMMON SHARES, WARRANTS TO PURCHASE PREFERENCE
SHARES, WARRANTS TO PURCHASE DEBT SECURITIES, SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS
RENAISSANCERE FINANCE, INC.
RENRE NORTH AMERICA HOLDINGS INC.
DEBT SECURITIES
FULLY AND
UNCONDITIONALLY GUARANTEED TO
THE EXTENT PROVIDED IN THIS PROSPECTUS BY
RENAISSANCERE HOLDINGS LTD.
RENAISSANCERE CAPITAL TRUST II
PREFERRED SECURITIES
FULLY
AND UNCONDITIONALLY GUARANTEED TO
THE EXTENT PROVIDED IN THIS PROSPECTUS BY
RENAISSANCERE HOLDINGS LTD.
We may offer and sell from time to time common shares; preference shares; depositary shares representing preference shares or common shares;
senior, subordinated or junior subordinated debt securities; warrants to purchase common shares, preference shares or debt securities; share purchase contracts and share purchase units; and units which may consist of any combination of the
securities listed above.
Each of RenaissanceRe Finance and RRNAH may offer and sell from time to time senior, subordinated or junior
subordinated debt securities, which we will guarantee. The Capital Trust may offer and sell from time to time preferred securities, which we will guarantee.
We, RenaissanceRe Finance, RRNAH or the Capital Trust, as applicable, will provide the specific terms and initial public offering prices of
these securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. None of RenaissanceRe, RenaissanceRe Finance, RRNAH or the Capital Trust will use this prospectus to confirm sales of
any securities unless it is attached to a prospectus supplement.
We, RenaissanceRe Finance, RRNAH and the Capital Trust may sell these
securities to or through underwriters and also to other purchasers or through agents. The names of any underwriters or agents will be stated in an accompanying prospectus supplement.
We, RenaissanceRe Finance, RRNAH and the Capital Trust may sell any combination of these securities in one or more offerings up to an aggregate
maximum offering price of $1,250,000,000.
Our common shares, Series E Preference Shares and Depositary Shares (each representing 1/1000th
interest in a Series F Preference Share) are traded on the New York Stock Exchange under the symbols RNR, RNRPRE, and RNRPRF, respectively. Other than our common shares, Series E Preference Shares and Depositary
Shares (each representing 1/1000th interest in a Series F Preference Share), there is no public trading market for the other securities that may be offered hereby.
INVESTING IN THESE SECURITIES INVOLVES CERTAIN RISKS. SEE RISK FACTORS ON PAGE 4 AND THE RISK
FACTORS THAT WILL BE INCLUDED IN AN ACCOMPANYING PROSPECTUS SUPPLEMENT.
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.
This prospectus may not be used to consummate sales of offered securities unless accompanied by a prospectus supplement.
The date of this prospectus is June 2, 2020.
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. Consent under the Exchange Control Act has been obtained from the Bermuda Monetary Authority (the BMA) for the issue and transfer of our shares to persons non-resident in Bermuda for exchange control purposes and for the issue and transfer of up to 20% of our issued and outstanding shares to persons resident in Bermuda for exchange control purposes. Persons resident
in Bermuda, for Bermuda exchange control purposes, may therefore require the prior approval of the BMA in order to acquire any offered shares if the transfer would result in such persons owning more than 20% of our outstanding shares. In granting
such consent the BMA does not accept any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus.
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, references to RenaissanceRe Finance refer to RenaissanceRe Finance, Inc., references to RRNAH refer to RenRe North America
Holdings Inc., and references to the Capital Trust refer to RenaissanceRe Capital Trust II, 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.