EX-99.2
Published on June 5, 2020
Exhibit 99.2
RenaissanceRe Announces Pricing of Public Offering of 5,500,000 Common Shares
Pembroke, Bermuda, June 2, 2020 RenaissanceRe Holdings Ltd. (NYSE: RNR) (the Company or RenaissanceRe) announced today the pricing of an underwritten public offering of 5,500,000 of its common shares at a price to the public of $166.00 per share, before underwriting discounts and commissions. The offering is expected to close on June 5, 2020, subject to customary closing conditions.
The Company intends to use the net proceeds from this offering for general corporate purposes, which may include expanding existing business lines, entering new business lines, forming new joint ventures, or acquiring books of business from other companies.
State Farm Mutual Automobile Insurance Company (State Farm), which currently owns approximately 4.4% of RenaissanceRes total common shares outstanding, has entered into an investment agreement to purchase, subject to the consummation of the underwritten public offering and other customary conditions, approximately $75 million of the Companys common shares at the public offering price per share in a concurrent private placement exempt from the registration requirements of the U.S. Securities Act of 1933, as amended.
Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are acting as joint book-running managers and representatives of the underwriters for the offering. The underwriters have the option to purchase up to an aggregate of 825,000 additional common shares from the Company.
The shares are being offered pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the SEC). This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer, or solicitation to buy, if at all, will be made solely by means of a prospectus and related prospectus supplement filed with the SEC. You may obtain these documents without charge from the SEC at www.sec.gov. Alternatively, you may request copies of these materials from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department, or from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1 866-471-2526 or by emailing prospectus-ny@ny.email.gs.com.
About RenaissanceRe
RenaissanceRe is a global provider of reinsurance and insurance that specializes in matching well-structured risks with efficient sources of capital. The Company provides property, casualty and specialty reinsurance and certain insurance solutions to customers, principally through intermediaries. Established in 1993, the Company has offices in Bermuda, Australia, Ireland, Singapore, Switzerland, the United Kingdom and the United States.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in this Press Release reflect RenaissanceRes current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to numerous factors that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements, including the following: the uncertainty of the continuing impact of the COVID-19 pandemic and measures taken in response thereto; the effect of legislative, regulatory, judicial or social influences related to the COVID-19 pandemic on the Companys financial performance, including the emergence of unexpected or un-modeled insurance or reinsurance losses, and the Companys ability to conduct its business; the impact and potential future impacts of the COVID-19 pandemic on the value of the Companys investments and its access to capital in the future or the pricing or terms of available financing; the effect that measures taken to mitigate the COVID-19 pandemic have on the Companys operations and those of its counterparties; the frequency and severity of catastrophic and other events the Company covers; the effectiveness of the Companys claims and claim expense reserving process; the effect of climate change on the Companys business, including the trend towards increasingly frequent and severe climate events; the Companys ability to maintain its financial strength ratings; the effect of emerging claims and coverage issues; collection on claimed retrocessional coverage, and new retrocessional reinsurance being available on acceptable terms and providing the coverage that the Company intended to obtain; the Companys reliance on a small and decreasing number of reinsurance brokers and other distribution services for the preponderance of its
revenue; the Companys exposure to credit loss from counterparties in the normal course of business; the effect of continued challenging economic conditions throughout the world; the performance of the Companys investment portfolio; a contention by the U.S. Internal Revenue Service that Renaissance Reinsurance Ltd., or any of the Companys other Bermuda subsidiaries, is subject to taxation in the U.S.; the effects of U.S. tax reform legislation and possible future tax reform legislation and regulations, including changes to the tax treatment of the Companys shareholders or investors in its joint ventures or other entities it manages; the effect of cybersecurity risks, including technology breaches or failure, on the Companys business; the success of any of the Companys strategic investments or acquisitions, including its ability to manage its operations as its product and geographical diversity increases; the Companys ability to retain its key senior officers and to attract or retain the executives and employees necessary to manage its business; the Companys ability to effectively manage capital on behalf of investors in joint ventures or other entities it manages; foreign currency exchange rate fluctuations; soft reinsurance underwriting market conditions; changes in the method for determining the London Inter-bank Offered Rate and the potential replacement of LIBOR; losses the Company could face from terrorism, political unrest or war; the Companys ability to successfully implement its business strategies and initiatives; the Companys ability to determine any impairments taken on its investments; the effects of inflation; the ability of the Companys ceding companies and delegated authority counterparties to accurately assess the risks they underwrite; the effect of operational risks, including system or human failures; the Companys ability to raise capital if necessary; the Companys ability to comply with covenants in its debt agreements; changes to the regulatory systems under which the Company operates, including as a result of increased global regulation of the insurance and reinsurance industries; changes in Bermuda laws and regulations and the political environment in Bermuda; the Companys dependence on the ability of its operating subsidiaries to declare and pay dividends; aspects of the Companys corporate structure that may discourage third-party takeovers and other transactions; difficulties investors may have in servicing process or enforcing judgments against the Company in the U.S.; the cyclical nature of the reinsurance and insurance industries; adverse legislative developments that reduce the size of the private markets the Company serves or impede their future growth; consolidation of competitors, customers and insurance and reinsurance brokers; the effect on the Companys business of the highly competitive nature of its industry, including the effect of new entrants to, competing products for and consolidation in the (re)insurance industry; other political, regulatory or industry initiatives adversely impacting the Company; the Companys ability to comply with applicable sanctions and foreign corrupt practices laws; increasing barriers to free trade and the free flow of capital; international restrictions on the writing of reinsurance by foreign companies and government intervention in the natural catastrophe market; the effect of Organisation for Economic Co-operation and Development or European Union measures to increase the Companys taxes and reporting requirements; changes in regulatory regimes and accounting rules that may impact financial results irrespective of business operations; the Companys need to make many estimates and judgments in the preparation of its financial statements; the effect of the exit by the United Kingdom from the EU; and other factors affecting future results disclosed in RenaissanceRes filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
INVESTOR CONTACT: | MEDIA CONTACT: | |
Keith McCue
Senior Vice President, Finance & Investor Relations RenaissanceRe Holdings Ltd. (441) 239-4830 |
Keil Gunther Vice President, Head of Global Marketing & Client Communication RenaissanceRe Holdings Ltd. (441) 239-4932 or Kekst CNC Dawn Dover (212) 521-4800 |
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