8-K: Current report filing
Published on January 9, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 6, 2020, RenaissanceRe Holdings Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Tokio Marine & Nichido Fire Insurance Co., Ltd. (the “Selling Stockholder”) and Morgan Stanley & Co. LLC (the “Underwriter”). The Underwriting Agreement provided for the offer and sale by the Selling Stockholder (the “Offering”) of 1,739,071 common shares, par value $1.00 per share, of the Company (the “Shares”).
The Offering was made pursuant to a shelf registration statement on Form S-3 (No. 333-235821), filed with the United States Securities and Exchange Commission (the “SEC”) on January 6, 2020, and a prospectus supplement filed with the SEC on January 7, 2020. The Offering of the Shares closed on January 9, 2020.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Stockholder. It also provides for customary indemnification of the Underwriter by each of the Company and the Selling Stockholder for certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On January 6, 2020, the Company issued a press release announcing the pricing of the Offering of the Shares. The press release announcing the pricing of the Offering is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
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| 99.1 |
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Pursuant to Rule 406 of Regulation S-T, the cover page information in formatted in Inline XBRL. | |||
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Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
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: January 9, 2020 |
By: |
/s/ Stephen H. Weinstein | ||||
| Name: |
Stephen H. Weinstein | |||||
| Title: |
Senior Vice President, Group General Counsel and Corporate Secretary | |||||