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): December 15, 2006
RenaissanceRe Holdings Ltd.
(Exact name of registrant as specified in its charter)
| Bermuda |
34-0-26512 |
98-014-1974 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| Renaissance House |
HM 19 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (441) 295-4513
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement
On December 15, 2006, RenaissanceRe Holdings Ltd. (the “Company”) announced that it had issued a mandatory notice of redemption of all 6,000,000 of its issued and outstanding 8.10% Series A Preference Shares (the “Series A Shares”). The redemption is to take place on January 15, 2007. The redemption will be conducted pursuant to the terms of the Certificate of Designation, Preferences and Rights of the Series A Shares, and the aggregate redemption price paid by the Company for the Series A Shares will be approximately $151.5 million, which includes accrued and unpaid dividends to January 15, 2007.
Item 8.01 Other Events
On December 15, 2006, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
The following exhibits are filed as part of this report:
| 99.1 | Copy of the Company’s press release, issued December 15, 2006. | |
SIGNATURES
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.
| RENAISSANCERE HOLDINGS LTD. | ||||||||
| Date: | December 15, 2006 | By: | /s/ Stephen H. Weinstein | |||||
| Name: Stephen H. Weinstein Title: General Counsel, Corporate Secretary & Chief Compliance Officer | ||||||||
INDEX TO EXHIBITS
| Exhibit # | Description | |
| 99.1 | Copy of the Company’s press release, issued December 15, 2006. | |
Exhibit 99.1
RenaissanceRe Announces Redemption of 8.10% Series A Preference Shares
Pembroke, Bermuda, December 15, 2006 — RenaissanceRe Holdings Ltd. (NYSE:RNR) announced today that it had called all of its outstanding 8.10% Series A Preference Shares (NYSE: RNRPRDA; CUSIP: G7496G 20 2) for mandatory redemption on January 15, 2007. The redemption price will be $25 per Preference Share, plus accrued and unpaid dividends to January 15, 2007.
On and after the redemption date, the Series A Preference Shares will no longer be deemed to be outstanding, dividends on the Series A Preference Shares will cease to accrue, and all rights of the holders of the Series A Preference Shares will cease, except for the right to receive the redemption price, without interest thereon, upon surrender of the Series A Preference Shares.
As of today there are 6,000,000 of the Series A Preference Shares outstanding. The notice of redemption has been mailed to registered holders of the Series A Preference Shares today. Questions relating to and requests for additional copies of the notice of redemption and the related materials should be directed to the redemption agent, Mellon Investor Services LLC, at P. O. Box 3300, South Hackensack, NJ (Telephone Information Number 1-800-777-3674).
RenaissanceRe Holdings Ltd. is a global provider of reinsurance and insurance. Our business consists of two segments: (1) Reinsurance, which includes catastrophe reinsurance, specialty reinsurance and certain joint ventures and other investments managed by our subsidiary RenaissanceRe Ventures Ltd., and (2) Individual Risk, which includes primary insurance and quota share reinsurance.
Cautionary Statement under “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995: Statements made in this news release contain information about the Company’s future business prospects. These statements may be considered “forward-looking.” These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. For further information regarding cautionary statements and factors affecting future results, please refer to RenaissanceRe Holdings Ltd.’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2005 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006.
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| INVESTOR CONTACT:
Todd R. Fonner Senior Vice President RenaissanceRe Holdings Ltd. (441) 239-4801 |
MEDIA CONTACT:
David Lilly or Dawn Dover Kekst and Company (212) 521-4800 |