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): September 20, 2002
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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.
RenaissanceRe Holdings Ltd. ("RenaissanceRe") entered into an Investment
Agreement on September 20, 2002 with Platinum Underwriters Holdings, Ltd.
("Platinum") and The St. Paul Companies, Inc. ("St. Paul"). Pursuant to the
Investment Agreement, RenaissanceRe has agreed, subject to satisfaction of
certain conditions, to purchase 3,960,000 of the common shares of Platinum in a
private placement concurrent with the closing of Platinum's announced initial
public offering of its common shares and the closing of St. Paul's investment in
Platinum pursuant to a private placement. RenaissanceRe will purchase Platinum's
common shares at a price per share equal to the initial public offering price,
less the underwriting discount.
The purchase will amount to 9.9% of Platinum's common shares outstanding
following closing, assuming the underwriters' over-allotment option is not
exercised. RenaissanceRe's investment in Platinum is expected to be in the range
of $82 to $100 million. In connection with its investment, RenaissanceRe will
also receive a ten-year option to purchase up to 2,500,000 common shares of
Platinum at a per share price equal to 120% of the initial public offering
price.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
The following exhibits are filed as part of this report:
10.1 Investment Agreement, dated September 20, 2002, by and among
RenaissanceRe, Platinum and St. Paul (incorporated herein by reference to
Exhibit 10.44 of Amendment No. 6 to the Registration Statement on Form S-1
(Registration Statement 333-99019-01) filed by Platinum on September 23, 2002).
99.1 Press Release of RenaissanceRe, issued on September 23, 2002.
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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: September 24, 2002 By: /s/ Stephen H. Weinstein
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Name: Stephen H. Weinstein
Title: Vice President,
General Counsel and Secretary
INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Investment Agreement, dated September 20, 2002, by and among
RenaissanceRe, Platinum and St. Paul (incorporated herein by
reference to Exhibit 10.44 of Amendment No. 6 to the
Registration Statement on Form S-1 (Registration Statement
333-99019-01) filed by Platinum on September 23, 2002).
99.1 Press Release of RenaissanceRe, issued on September 23, 2002.
Exhibit 99.1
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[RenaissanceRe Holdings Ltd. Logo]
For Immediate Release
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RenaissanceRe Holdings Ltd. to Purchase Stake in
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Platinum Underwriters Holdings, Ltd.
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Pembroke, Bermuda, September 23, 2002 -- RenaissanceRe Holdings Ltd. (NYSE:
RNR), announced today it has reached an agreement with Platinum Underwriters
Holdings, Ltd. to purchase 3,960,000 of the common shares of Platinum in a
private placement concurrent with the closing of Platinum's announced initial
public offering of its common shares and the closing of The St. Paul Companies'
(NYSE:SPC) investment in Platinum pursuant to a private placement.
RenaissanceRe will purchase Platinum's common shares at a price per share equal
to the initial public offering price, less the underwriting discount. The
purchase will amount to 9.9% of Platinum's common shares outstanding following
closing, assuming the underwriters' over-allotment option is not exercised.
RenaissanceRe's investment in Platinum is expected to be in the range of $82 to
$100 million.
In connection with its investment, RenaissanceRe will also receive a ten-year
option to purchase up to 2,500,000 common shares of Platinum at a per share
price equal to 120% of the initial public offering price.
The common shares and the option to be purchased by RenaissanceRe will not be
registered at closing under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
RenaissanceRe Holdings Ltd. is a global provider of reinsurance and insurance.
The Company's principal product is property catastrophe reinsurance.
Amendments to the registration statements relating to Platinum Underwriters
Holdings, Ltd.'s common shares and equity security units have been filed with
the U.S. Securities and Exchange Commission but have not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to the
time these registration statements become effective. This announcement 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 such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. A written prospectus relating to
the offering of common shares and a written prospectus relating to the offering
of equity security units may be obtained from the SEC's website, www.sec.gov
http://www.sec.gov/.
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
operations 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, 2001, and Form 10-Q for the quarter ended June
30, 2002.
INVESTOR CONTACT: MEDIA CONTACT:
Martin J. Merritt David Lilly
Senior Vice President - Finance Kekst and Company
RenaissanceRe Holdings Ltd. 437 Madison Avenue
(441) 299-7230 New York, NY 10022
Voice: 212-521-4878
Fax: 212-521-4900