PartnerRe Ltd. (“the Company” or “we”) (NYSE:PRE) today
announced it has commenced offers to exchange (collectively, the
“exchange offers”) any and all of the Company’s outstanding 6.50%
Series D Cumulative Redeemable Preferred Shares (the “Series D
Preferred Shares”) for the Company’s 6.50% Series G Cumulative
Redeemable Preferred Shares (the “Series G Preferred Shares”), any
and all of the Company’s outstanding 7.25% Series E Cumulative
Redeemable Preferred Shares (the “Series E Preferred Shares”) for
the Company’s 7.25% Series H Cumulative Redeemable Preferred Shares
(the “Series H Preferred Shares”) and any and all of the Company’s
outstanding 5.875% Series F Non-Cumulative Redeemable Preferred
Shares (the “Series F Preferred Shares”) for the Company’s 5.875%
Series I Non-Cumulative Redeemable Preferred Shares (the “Series I
Preferred Shares”) (we collectively refer to Series D Preferred
Shares, Series E Preferred Shares and Series F Preferred shares as
“existing preferred shares” and to Series G Preferred Shares,
Series H Preferred Shares and Series I Preferred Shares as “new
preferred shares”).
Upon the terms and subject to the conditions set forth in the
offering memorandum relating to the exchange offers, dividends on
new preferred shares will begin to accrue on March 1, 2016, which
is the first day of the current dividend period of the existing
preferred shares. If existing preferred shares are validly tendered
(and not validly withdrawn) and accepted for exchange, holders of
such existing preferred shares will lose the right to receive any
accrued dividends for past or current dividend periods on their
existing preferred shares.
The terms of the new preferred shares will be identical in all
material respects to the existing preferred shares, except that new
preferred shares will not be redeemable until the fifth anniversary
of the date of issuance of the new preferred shares. In addition,
consistent with the restrictions set forth in the merger agreement
with EXOR (which was completed on March 18, 2016), the new
preferred shares will contain a restriction on the ability of the
Company and its subsidiaries to, subject to certain exceptions,
make certain distributions and pay dividends on common shares prior
to December 31, 2020, unless distributions declared with respect to
any fiscal quarter are less than, in the aggregate, 67% of the
Company’s net income during such fiscal quarter.
The exchange offers will expire at 5:00 p.m., New York City
time, on April 29, 2016, unless extended or earlier terminated by
the Company, in which case the expiration time will be the latest
date and time to which the exchange offers are extended or
terminated. Brokers, dealers, commercial banks, trust companies or
other nominees may have an earlier deadline for tendering in the
exchange offers. Holders may withdraw existing preferred shares
tendered in the exchange offers at any time prior to the expiration
time. If the exchange offers are terminated, no existing preferred
shares will be accepted for purchase, and any existing preferred
shares that have been tendered will be returned to their holders
promptly. If any of the preferred shareholders choose not to
participate in the exchange offer, they will retain their existing
preferred shares until such time as the Company decides to redeem
them.
The exchange offers are subject to customary conditions, and are
not conditioned on the tender of a minimum number of existing
preferred shares.
The existing preferred shares are listed for trading on the New
York Stock Exchange (“NYSE”) under the symbols PRE PR D, PRE PR E,
and PRE PR F, respectively. The Company intends to list the new
preferred shares for trading on the NYSE.
Questions regarding the exchange offers, requests for assistance
in tendering your existing preferred shares or requests for
additional copies of the offering memorandum or the letter of
transmittal should be directed to the information agent for the
exchange offers, at the telephone number, e-mail address or the
address listed below. Holders of existing preferred shares may also
contact their brokers, dealers, commercial banks, trust companies
or other nominees for assistance concerning the exchange offers.
The depositary and conversion agent for the exchange offers is
Computershare Trust Company, N.A.
Important Information
This description of the exchange offers above is only a summary
and is qualified in its entirety by all of the terms and conditions
of the exchange offers set forth in the offering memorandum, the
letter of transmittal and other materials relating to the exchange
offers, all as filed with the Securities and Exchange Commission
(the “SEC”). The foregoing description of the new preferred shares
does not purport to be complete and is qualified in its entirety by
reference to the respective certificates of designation. The
Company is making the exchange offers only by, and pursuant to the
terms of, the offering memorandum and the letter of transmittal. We
urge the holders of the existing preferred shares to read the
offering documents fully because they include important information
regarding the exchange offers, including a discussion on the U.S.
federal income tax consequences of the exchange offers.
Pursuant to Rule 13e-4 under the Securities Exchange Act of
1934, as amended, the Company is filing an Issuer Tender Offer
Statement on Schedule TO with the SEC, which contains additional
important information with respect to the exchange offers. Such
Schedule TO, including the exhibits and any amendment thereto, may
be examined, and copies may be obtained, at the SEC’s website at
www.sec.gov.
The exchange offers are being made pursuant to an exemption from
the registration requirements of the Securities Act of 1933, as
amended (the “Securities Act”) contained in Section 3(a)(9) of the
Securities Act. The Company has not filed, and does not expect to
file, a registration statement under the Securities Act or any
other federal or state securities laws with respect to the new
preferred shares.
None of the Company, its board of directors, the conversion
agent, the information agent or any other person is making any
recommendation as to whether or not holders of existing preferred
shares should tender their existing preferred shares in the
exchange offers.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION TO BUY ANY OF THE EXISTING PREFERRED SHARES NOR IS IT
A SOLICITATION FOR ACCEPTANCE OF THE EXCHANGE OFFERS. THE COMPANY
IS MAKING THE EXCHANGE OFFERS ONLY BY, AND PURSUANT TO THE TERMS
OF, THE OFFERING MEMORANDUM AND THE LETTER OF TRANSMITTAL. THE
EXCHANGE OFFERS ARE NOT BEING MADE IN ANY JURISDICTION IN WHICH THE
MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE
SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. THIS PRESS
RELEASE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER
TO BUY ANY OF THESE SECURITIES, AND SHALL NOT CONSTITUTE AN OFFER,
SOLICITATION OR SALE, IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE IS UNLAWFUL.
Forward-Looking Statements
Forward-looking statements contained in this press release are
based on the Company’s assumptions and expectations concerning
future events and financial performance and are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to significant
business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those
reflected in the forward-looking statements. The Company’s
forward-looking statements could be affected by numerous
foreseeable and unforeseeable events and developments such as
exposure to catastrophe, or other large property and casualty
losses, credit, interest, currency and other risks associated with
the Company’s investment portfolio, adequacy of reserves, levels
and pricing of new and renewal business achieved, changes in
accounting policies, risks associated with implementing business
strategies, and other factors identified in the Company’s filings
with the SEC. In light of the significant uncertainties inherent in
the forward-looking information contained herein, readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the dates on which they are
made. The Company disclaims any obligation to publicly update or
revise any forward-looking information or statements.
About PartnerRe Ltd.
PartnerRe Ltd. is a leading global reinsurer, providing
multi-line reinsurance to insurance companies. The Company, through
its wholly owned subsidiaries, also offers capital markets products
that include weather and credit protection to financial, industrial
and service companies. Risks reinsured include property, casualty,
motor, agriculture, aviation/space, catastrophe, credit/surety,
engineering, energy, marine, specialty property, specialty
casualty, multi-line and other lines in its Non-life operations,
mortality, longevity and accident and health in its Life and Health
operations, and alternative risk products. For the year ended
December 31, 2015, total revenues were $5.4 billion. At December
31, 2015, total assets were $21.4 billion, total capital was $7.7
billion and total shareholders’ equity attributable to PartnerRe
was $6.9 billion.
PartnerRe on the Internet: www.partnerre.com
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version on businesswire.com: http://www.businesswire.com/news/home/20160401005370/en/
PartnerRe Ltd.(441) 292-0888Investor Contact: Robin
SiddersMedia Contact: Celia PowellorOkapi Partners LLC1212
Avenue of the Americas, 24th FloorNew York, NY 10036(212)
297-0720E-mail: info@okapipartners.com
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