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): April 23, 2001
RENAISSANCERE HOLDINGS LTD.
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(Exact name of registrant as specified in its charter)
Bermuda 34-0-26512 98-013-8020
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Renaissance House
8-12 East Broadway, Pembroke
Bermuda HM 19
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (441) 295-4513
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
The Risk Factors filed with this Current Report on Form 8-K as Exhibit
99.1 are incorporated herein by reference.
ITEM 7. EXHIBITS.
99.1 Risk Factors dated April 23, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENAISSANCERE HOLDINGS LTD.
Date: April 23, 2001 By: /s/ John M. Lummis
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Name: John M. Lummis
Title: Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Risk Factors dated April 23, 2001
EXHIBIT 99.1
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RENAISSANCERE HOLDINGS LTD.
RISK FACTORS
APRIL 23, 2001
BECAUSE OF OUR EXPOSURE TO CATASTROPHIC EVENTS, OUR FINANCIAL RESULTS MAY VARY
SIGNIFICANTLY FROM ONE PERIOD TO THE NEXT.
Our principal product is property catastrophe reinsurance. We also sell
primary insurance that is exposed to catastrophe risk. We therefore have a large
overall exposure to natural and man-made disasters. Our property catastrophe
reinsurance contracts cover unpredictable events such as earthquakes,
hurricanes, winter storms, freezes, floods, fires, tornados and other man-made
or natural disasters. As a result, our operating results have historically been,
and we expect will continue to be, largely affected by relatively few events of
high magnitude. Under the reinsurance policies that we write, we generally do
not experience significant claims until insured industry losses reach or exceed
at least several hundred million dollars.
Claims from catastrophic events could cause substantial volatility in our
financial results for any fiscal quarter or year and adversely affect our
financial condition or results of operations. Our ability to write new business
could also be impacted. We believe that increases in the value and geographic
concentration of insured property and the effects of inflation will increase the
severity of claims from catastrophic events in the future.
REINSURANCE PRICES MAY DECLINE, WHICH COULD AFFECT OUR PROFITABILITY.
Demand for reinsurance depends on numerous factors, including the frequency
and severity of catastrophic events, levels of capacity, general economic
conditions and underwriting results of primary property insurers. The supply of
reinsurance is related to prevailing prices, recent loss experience and levels
of surplus capacity. All of these factors fluctuate and may contribute to price
declines generally in the reinsurance industry. Premium rates or other terms and
conditions of trade may vary in the future. If any of these factors were to
cause the demand for reinsurance to fall or the supply to rise, our
profitability could be adversely affected.
WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT.
The property catastrophe reinsurance industry is highly competitive. We
compete, and will continue to compete, with major U.S. and non-U.S. insurers and
property catastrophe reinsurers, including other Bermuda-based property
catastrophe reinsurers. Many of our competitors have greater financial,
marketing and management resources than we do. In addition, we may not be aware
of other companies that may be planning to enter the property catastrophe
reinsurance market or of existing companies which may be planning to raise
additional capital. Further, catastrophe-linked derivative securities are being
developed, which could impact the demand for traditional catastrophe
reinsurance. We cannot predict what effect any of these developments may have on
our businesses.
Competition in the types of reinsurance that we underwrite is based on many
factors, including premium rates and other terms and conditions offered,
services provided, speed of claims payment, ratings assigned by independent
rating agencies, the perceived financial strength and the experience of the
reinsurer in the line of reinsurance to be written. Ultimately, increasing
competition could affect our ability to attract business on terms having the
potential to yield an attractive return on equity.
The primary insurance business is also highly competitive. Primary insurers
compete on the basis of factors including selling effort, product, price,
service and financial strength. We seek primary insurance pricing that will
result in adequate returns on the capital allocated to our primary insurance
business. We may lose primary insurance business to competitors offering
competitive insurance products at lower prices.
A number of new, proposed or potential legislative or industry developments
could further increase competition in our industries. New competition from these
developments could cause the demand for reinsurance or insurance to fall, which
would adversely affect our profitability.
WE MAY BE ADVERSELY AFFECTED BY INTEREST RATE CHANGES.
Our operating results depend in part on the performance of our investment
portfolio. Our investment portfolio contains interest sensitive instruments,
such as bonds and mortgage-backed securities, which may be adversely affected by
changes in interest rates.
Interest rates are highly sensitive to many factors, including governmental
monetary policies, domestic and international economic and political conditions
and other factors beyond our control. Although we have taken measures intended
to manage the risks of operating in a changing interest rate environment, we may
not be able to effectively mitigate interest rate sensitivity.
U.S. TAXING AUTHORITIES COULD CONTEND THAT OUR BERMUDA SUBSIDIARIES ARE SUBJECT
TO U.S. CORPORATE INCOME TAX.
We believe that, to date, Renaissance Reinsurance Ltd., our principal
operating subsidiary, and Glencoe Insurance Ltd., a wholly owned subsidiary of
Renaissance Reinsurance, have operated and, in the future, will continue to
operate their businesses in a manner that will not cause either to be treated as
being engaged in a trade or business in the United States. However, if the
United States Internal Revenue Service were to contend successfully that
Renaissance Reinsurance or Glencoe is engaged in such a trade or business in the
United States, Renaissance Reinsurance or Glencoe would, except to the extent
exempted from tax by the United States-Bermuda income tax treaty, be subject to
U.S. corporate income tax on that portion of its net income treated as
effectively connected with a U.S. trade or business, as well as the U.S.
corporate branch profits tax.
Such tax could materially adversely affect our results of operations.
Even if the IRS were to contend successfully that Renaissance Reinsurance
or Glencoe was engaged in a U.S. trade or business, the United States-Bermuda
income tax treaty could preclude the United States from taxing Renaissance
Reinsurance or Glencoe on its net premium income except to the extent that such
income were attributable to a permanent establishment maintained by Renaissance
Reinsurance or Glencoe in the United States. Although we believe that neither
Renaissance Reinsurance nor Glencoe has a permanent establishment in the United
States, we cannot assure you that the IRS will not successfully contend that
Renaissance Reinsurance or Glencoe has such an establishment and therefore is
subject to taxation.
In addition, benefits of the income tax treaty are only available to
Renaissance Reinsurance and Glencoe if more than 50% of their shares are
beneficially owned, directly or indirectly, by individuals who are Bermuda
residents or U.S. citizens or residents. Although we will attempt to monitor
compliance with this beneficial ownership test, there can be no assurance that
the beneficial ownership test will continue to be satisfied or that we will be
able to establish its satisfaction to the IRS. Finally, it should be noted that
although the income tax treaty (assuming satisfaction of the beneficial
ownership test) clearly applies to premium income, it is uncertain whether the
treaty applies to other income such as investment income.
IF ACTUAL CLAIMS EXCEED OUR CLAIM RESERVES, OUR FINANCIAL RESULTS COULD BE
ADVERSELY AFFECTED.
Claim reserves are estimates made using actuarial and statistical
projections at a given point in time of our expectations of the ultimate
settlement and administration costs of claims incurred. We utilize actuarial and
computer models as well as historical reinsurance and insurance industry loss
statistics to assist in the establishment of appropriate claim reserves.
Nevertheless, actual claims and claim expenses paid might exceed the reserve
estimates reflected in our financial statements. If this were to occur, we would
be required to increase claim reserves. This would reduce our net income by a
corresponding amount in the period in which the deficiency is identified.
A DECLINE IN THE RATINGS ASSIGNED TO OUR CLAIMS-PAYING ABILITY MAY IMPACT OUR
POTENTIAL TO WRITE NEW BUSINESS.
Third party rating agencies assess and rate the claims-paying ability of
reinsurers and insurers, such as Renaissance Reinsurance, Top Layer Reinsurance
Ltd. and Glencoe. These ratings are based upon criteria established by the
rating agencies. Periodically the rating agencies evaluate us to confirm that we
continue to meet the criteria of the ratings previously assigned to us. The
claims-paying ability ratings assigned by rating agencies to reinsurance or
insurance companies are based upon factors relevant to policyholders and are not
directed toward the protection of investors. Ratings by rating agencies are not
ratings of securities or recommendations to buy, hold, or sell any security.
Renaissance Reinsurance is rated "A+" by A.M. Best and "A" by Standard &
Poor's. Top Layer Re is rated "AAA" by Standard & Poor's and "A++" by A.M. Best.
Glencoe is rated "A--" by A.M. Best. Although we believe that Renaissance
Reinsurance, Top Layer Re and Glencoe will continue to comply with the criteria
set by these rating agencies, we can provide no assurance that one or more of
these or other rating agencies will not downgrade or withdraw their
claims-paying ability ratings in the future. The ability of Renaissance
Reinsurance, Top Layer Re, Glencoe and our other rated insurance subsidiaries to
compete with other reinsurers and insurers, and our results of operations, could
be materially adversely affected by any such ratings downgrade.
BECAUSE WE DEPEND ON A FEW REINSURANCE BROKERS FOR A LARGE PORTION OF REVENUE,
LOSS OF BUSINESS PROVIDED BY THEM COULD ADVERSELY AFFECT US.
We market our reinsurance products worldwide exclusively through
reinsurance brokers. Five brokerage firms accounted for 78.3%, 78.8%, 64.2%,
70.1% and 58.5% of our net premiums written for the years ended December 31,
2000, 1999, 1998, 1997 and 1996, respectively. Subsidiaries and affiliates of
Marsh Inc., Greig Fester, E.W. Blanch & Co., AON Re Group, and Willis Faber
accounted for approximately 26.5%, 15.7%, 15.7%, 14.9% and 5.5%, respectively,
of our premiums written in 2000. Loss of all or a substantial portion of the
business provided by these brokers could have a material adverse effect on us.
OUR RELIANCE ON REINSURANCE BROKERS EXPOSES US TO THEIR CREDIT RISK.
In accordance with industry practice, we frequently pay amounts owed on
claims under our policies to reinsurance brokers, and these brokers, in turn,
pay these amounts over to the insurers that have reinsured a portion of their
liabilities with us (we refer to these insurers as ceding insurers). In some
jurisdictions, if a broker failed to make such a payment, we might remain liable
to the ceding insurer for the deficiency. Conversely, in certain jurisdictions,
when the ceding insurer pays premiums for these policies to reinsurance brokers
for payment over to us, these premiums are considered to have been paid and the
ceding insurer will no longer be liable to us for those amounts, whether or not
we have actually received the premiums. Consequently, in connection with the
settlement of reinsurance balances, we assume a degree of credit risk associated
with brokers around the world.
THE COVENANTS IN OUR DEBT AGREEMENTS LIMIT OUR FINANCIAL AND OPERATIONAL
FLEXIBILITY, WHICH COULD HAVE AN ADVERSE EFFECT ON OUR FINANCIAL CONDITION.
We have incurred indebtedness, and may incur additional indebtedness in the
future. At December 31, 2000, we had $50.0 million of bank loans outstanding. In
addition, we also have $87.6 million of outstanding junior subordinated
debentures relating to an issuance of trust preferred securities by our
subsidiary RenaissanceRe Capital Trust I.
The agreements covering our indebtedness, and particularly our bank loans,
contain numerous covenants that limit our ability, among other things, to borrow
money, make particular types of investments or other restricted payments, sell
assets, merge or consolidate. These agreements also require us to maintain
specified financial ratios. If we fail to comply with these covenants or meet
these financial ratios, the lenders under our credit facility could declare a
default and demand immediate repayment of all amounts owed to them.
In addition, if we are in default under our indebtedness or if we have
given notice of our intention to defer our related payment obligations, the
terms of our indebtedness would restrict our ability to:
o declare or pay any dividends on our capital shares,
o redeem, purchase or acquire any capital shares, or
o make a liquidation payment with respect to our capital shares.
BECAUSE WE ARE A HOLDING COMPANY, WE ARE DEPENDENT ON DIVIDENDS AND PAYMENTS
FROM OUR SUBSIDIARIES.
As a holding company with no direct operations, we rely on investment
income, cash dividends and other permitted payments from our subsidiaries to
make principal and interest payments on our debt and to pay dividends to our
shareholders. If our subsidiaries are restricted from paying dividends to us, we
may be unable to pay dividends or to repay our indebtedness.
Bermuda law and regulations require our subsidiaries which are registered
in Bermuda as insurers to maintain a minimum solvency margin and minimum
liquidity ratio, and prohibit dividends that would result in a breach of these
requirements. Further, Renaissance Reinsurance, as a Class 4 insurer in Bermuda,
may not pay dividends which would exceed 25% of its capital and surplus, unless
it first makes filings confirming that it meets the required margins.
Generally, our U.S. insurance subsidiaries may only pay dividends out of
earned surplus. Further, the amount payable without the prior approval of the
applicable state insurance department is generally limited to the greater of 10%
of policyholders' surplus or statutory capital, or 100% of the subsidiary's
prior year statutory net income.
THE LOSS OF ONE OR MORE KEY EXECUTIVE OFFICERS COULD ADVERSELY AFFECT US.
Our success has depended, and will continue to depend, in substantial part
upon our ability to attract and retain our executive officers and, in
particular, on the continued service of James N. Stanard, our Chairman,
President and Chief Executive Officer. If Mr. Stanard becomes unable to continue
in his present role, our business could be adversely affected.
Our ability to execute our business strategy is dependent on our ability to
attract and retain a staff of qualified underwriters and service personnel. We
do not currently maintain key man life insurance policies with respect to any of
our employees.
IF WE ARE UNABLE TO OBTAIN EXTENSIONS OF WORK PERMITS FOR OUR EMPLOYEES, OUR
BUSINESS WILL BE ADVERSELY AFFECTED.
Under Bermuda law, non-Bermudians may not engage in any gainful occupation
in Bermuda without the specific permission of the appropriate government
authority. The Bermuda government will issue a work permit for a specific period
of time, which may be extended upon showing that, after proper public
advertisement, no Bermudian (or spouse of a Bermudian) is available who meets
the minimum standards for the advertised position. Substantially all of our
officers are working in Bermuda under work permits that will expire over the
next three years.
Although we are not currently aware of any specific difficulties in
connection with renewing the work permits for these officers, it is possible
that the Bermuda government could refuse to extend these work permits. If any of
our senior executive officers were not permitted to remain in Bermuda, our
operations could be disrupted and our financial performance could be adversely
affected as a result.
REGULATORY CHALLENGES IN THE UNITED STATES OR ELSEWHERE COULD RESULT IN
RESTRICTIONS ON OUR ABILITY TO OPERATE.
Renaissance Reinsurance is not licensed or admitted to do business in any
jurisdiction except Bermuda. Renaissance Reinsurance conducts its business from
its principal offices in Bermuda and does not maintain an office in the United
States. Recently, the insurance and reinsurance regulatory framework has been
subject to increased scrutiny in many jurisdictions, including the United States
and various states in the United States. We do not believe that Renaissance
Reinsurance is subject to the insurance laws of any state in the United States.
Nevertheless, we could face inquiries or challenges to the operations of
Renaissance Reinsurance in the future.
Glencoe is an eligible, non-admitted excess and surplus lines insurer in 29
states of the United States and is subject to certain regulatory and reporting
requirements of these states. If we expand into additional insurance markets,
this could cause one or more of our subsidiaries to become subject to regulation
in additional jurisdictions.
If Renaissance Reinsurance or any of our subsidiaries were to become
subject to the laws of a new jurisdiction where that subsidiary is not presently
admitted, they may not be in compliance with the laws of the new jurisdiction.
Any failure to comply with applicable laws could result in the imposition of
significant restrictions on our ability to do business, and could also result in
fines and other sanctions, any or all of which could adversely affect our
financial results and operations.
We also own four subsidiaries which write insurance in the United States.
These
subsidiaries are subject to extensive regulation under state statutes which
delegate regulatory, supervisory and administrative powers to state insurance
commissioners. Such regulation generally is designed to protect policyholders
rather than investors, and relates to such matters as rate setting; limitations
on dividends and transactions with affiliates; solvency standards which must be
met and maintained; the licensing of insurers and their agents; the examination
of the affairs of insurance companies, which includes periodic market conduct
examinations by the regulatory authorities; annual and other reports, prepared
on a statutory accounting basis; establishment and maintenance of reserves for
unearned premiums and losses; and requirements regarding numerous other matters.
We could be required to allocate considerable time and resources to comply with
these requirements, and could be adversely affected if a regulatory authority
believed we had failed to comply with applicable law or regulation.
RENAISSANCE REINSURANCE IS NOT LICENSED OR ADMITTED IN THE UNITED STATES.
Renaissance Reinsurance is a registered Bermuda insurance company and is
not licensed or admitted as an insurer in any jurisdiction in the United States.
Because jurisdictions in the United States do not permit insurance companies to
take credit for reinsurance obtained from unlicensed or non-admitted insurers on
their statutory financial statements unless security is posted, Renaissance
Reinsurance's contracts generally require it to post a letter of credit or
provide other security after a reinsured reports a claim. In order to post these
letters of credit, issuing banks generally require us to provide collateral.
While many of our competitors presently are also not licensed or admitted
as an insurer in any U.S. jurisdiction, the non-admitted status of Renaissance
Reinsurance could put us at a competitive disadvantage in the future with
respect to other reinsurers that are licensed and admitted in U.S.
jurisdictions.
RETROCESSIONAL REINSURANCE MAY BECOME UNAVAILABLE ON ACCEPTABLE TERMS.
In order to limit the effect of large and multiple losses upon our
financial condition, we buy reinsurance for our own account. This type of
insurance is known as "retrocessional reinsurance." Our primary insurance
companies also buy reinsurance from third parties. A reinsurer's insolvency or
inability to make payments under the terms of its reinsurance treaty with us
could have a material adverse effect on us.
From time to time, market conditions have limited, and in some cases have
prevented, insurers and reinsurers from obtaining the types and amounts of
reinsurance which they consider adequate for their business needs. There can be
no assurance that we will be able to obtain our desired amounts of
retrocessional reinsurance. There is also no assurance that, if we are able to
obtain such retrocessional reinsurance, we will be able to negotiate terms as
favorable to us as in prior years.
WE MAY BE ADVERSELY AFFECTED BY FOREIGN CURRENCY FLUCTUATIONS.
Our functional currency is the U.S. dollar. A portion of our premium is
written in currencies other than the U.S. dollar and a portion of our loss
reserves are also in non-dollar currencies. Moreover, we maintain a portion of
our cash equivalent investments in currencies other than the U.S. dollar. We
may, from time to time, experience losses resulting from fluctuations in the
values of these foreign currencies, which could adversely affect our operating
results.
SOME ASPECTS OF OUR CORPORATE STRUCTURE MAY DISCOURAGE THIRD PARTY TAKEOVERS AND
OTHER TRANSACTIONS.
Some provisions of our Memorandum of Association and of our Amended and
Restated Bye-Laws have the effect of making more difficult or discouraging
unsolicited takeover bids from third parties. In particular, our Bye-Laws
prohibit transfers of our capital shares if the transfer would result in a
person owning or controlling shares that constitute 9.9% or more of any class or
series of our shares. The primary purpose of this restriction is to reduce the
likelihood that we will be deemed a "controlled foreign corporation" within the
meaning of the Internal Revenue Code for U.S. federal tax purposes. However,
this limit may also have the effect of deterring purchases of large blocks of
common shares or proposals to acquire us, even if some or a majority of our
shareholders might deem these purchases or acquisition proposals to be in their
best interests.
In addition, our Bye-Laws provide for:
o a classified Board, whose size is fixed and whose members may be
removed by the shareholders only for cause upon a 66 2/3% vote;
o restrictions on the ability of shareholders to nominate persons to
serve as directors, submit resolutions to a shareholder vote and
requisition special general meetings;
o a large number of authorized but unissued shares which may be issued by
the Board without further shareholder action; and
o a 66 2/3% shareholder vote to amend, repeal or adopt any provision
inconsistent with several provisions of the Bye-Laws.
These Bye-Law provisions make it more difficult to acquire control of us by
means of a tender offer, open market purchase, a proxy fight or otherwise. These
provisions are designed to encourage persons seeking to acquire control of us to
negotiate with our directors, which we believe would generally best serve the
interests of our shareholders. However, these provisions could have the effect
of discouraging a prospective acquiror from making a tender offer or otherwise
attempting to obtain control of us. To the extent these provisions discourage
takeover attempts, they could deprive shareholders of opportunities to realize
takeover premiums for their shares or could depress the market price of the
shares.
We indirectly own DeSoto Insurance Company Ltd., a Florida domiciled
special purpose insurance company, DeSoto Prime Insurance Company, a Florida
domiciled insurance company, and Nobel Insurance Company, a Texas domiciled
insurance company. Our ownership of U.S. insurance companies such as these can,
under applicable state insurance company laws and regulations, delay or impede a
change of control of RenaissanceRe. Under applicable Florida and Texas insurance
regulations, any proposed purchase of 10% or more of our voting securities would
require the prior approval of the Florida and Texas insurance regulatory
authorities.
THE NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE OR REGISTRATION COULD HAVE AN
ADVERSE EFFECT ON THE MARKET PRICE OF OUR COMMON SHARES.
Public or private sales of substantial amounts of our common shares, or the
perception that these sales could occur, could adversely affect the market price
of the common shares as well as our ability to raise additional capital in the
public equity markets at a desirable time and price. At March 15, 2001, PT
Investments, Inc. and one of its affiliates and members of our management held a
total of 3,216,124 common shares, all of which are or will be eligible for sale
in the public market, subject to compliance with Rule 144.
Additionally, these investors have the right to require us to register
under the Securities Act any common shares held by them. We may also provide for
the registration of shares currently held or acquired in the future by employees
under compensation arrangements, which will permit these shares to be sold in
the public market from time to time.
INVESTORS MAY HAVE DIFFICULTIES IN SERVING PROCESS OR ENFORCING JUDGMENTS
AGAINST US IN THE UNITED STATES.
We are a Bermuda company. In addition, certain of our officers and
directors reside in countries outside the United States. All or a substantial
portion of our assets and the assets of these officers and directors are or may
be located outside the United States. We would expect to appoint an agent in the
United States to receive service of process for actions based on offers and
sales of our securities covered by a registration statement filed with the
Securities and Exchange Commission. Nevertheless, investors may have difficulty
effecting service of process within the United States on our directors and
officers who reside outside the United States or to recover against us or these
directors and officers on judgments of United States courts based on civil
liabilities provisions of the United States federal securities laws.