8-K: Current report filing
Published on May 26, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 23, 2023, RenaissanceRe Holdings Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, acting on their own behalf and as representatives of the several underwriters named in Schedule I thereto. The Underwriting Agreement provides for the offer and sale by the Company (the “Offering”) of 6,300,000 common shares, par value $1.00 per share, of the Company at the public offering price of $192.00 per share. Under the terms of the Underwriting Agreement, the Company granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 945,000 common shares, which has been exercised in full. The Offering was made pursuant to a shelf registration statement on Form S-3 (No. 333-272124), initially filed with the United States Securities and Exchange Commission (the “SEC”) on May 22, 2023 and a prospectus supplement dated May 23, 2023. The Offering of the full 7,245,000 common shares closed on May 26, 2023.
The foregoing summary of the Underwriting Agreement is qualified in its entirety by the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1, and is incorporated by reference herein.
| Item 8.01 | Other Events. |
On May 23, 2023, the Company issued a press release announcing that it priced the Offering (the “Pricing Press Release”). The Pricing Press Release 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
| Exhibit |
Description |
|
| 1.1 | Underwriting Agreement, dated May 23, 2023, by and among RenaissanceRe Holdings Ltd., Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC. | |
| 5.1 | Opinion of Carey Olsen Bermuda Limited | |
| 99.1 | Pricing Press Release, dated May 23, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: May 26, 2023 | By: | /s/ Shannon Lowry Bender |
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| Shannon Lowry Bender | ||||||
| Executive Vice President, Group General Counsel and Corporate Secretary | ||||||