RENAISSANCERE HOLDINGS LTD false 0000913144 0000913144 2023-05-22 2023-05-22 0000913144 us-gaap:CommonStockMember 2023-05-22 2023-05-22 0000913144 rnr:DepositaryShareseachrepresentinga11000thinterestinaSeriesF5.Member 2023-05-22 2023-05-22 0000913144 rnr:DepositarySharesEachRepresentingA11000thInterestInASeriesG4Member 2023-05-22 2023-05-22

 

 

UNITED STATES

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): May 22, 2023

 

 

RenaissanceRe Holdings Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   001-14428   98-0141974

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

Renaissance House 12 Crow Lane, Pembroke  
Bermuda   HM 19
(Address of principal executive offices)   (Zip Code)

(441) 295-4513

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

symbol

  

Name of each exchange
on which registered

Common Shares, Par Value $1.00 per share   RNR   The New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a Series F 5.750% Preference Share, Par Value $1.00 per share   RNR PRF   The New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a Series G 4.20% Preference Share, Par Value $1.00 per share   RNR PRG   The New York Stock Exchange

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 8.01

Other Events.

On May 22, 2023, RenaissanceRe Holdings Ltd. (the “Company”) issued a press release announcing that it launched an offering (the “Launch Press Release”) for the offer and sale by the Company of 6,300,000 common shares, par value $1.00 per share, of the Company. The Launch Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As previously disclosed in the Current Report on Form 8-K filed by the Company on May 22, 2023, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) to acquire certain direct and indirect subsidiaries of American International Group Inc., including Validus Holdings, Ltd. and its wholly-owned subsidiary, Validus Reinsurance Ltd. (“Validus Re”), and Validus Specialty, LLC. The audited consolidated financial statements of Validus Re as of December 31, 2022 and December 31, 2021 and for each of the two years in the period ended December 31, 2022, are attached as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Experts

The consolidated financial statements of Validus Reinsurance, Ltd. as of December 31, 2022 and December 31, 2021 and for each of the two years in the period ended December 31, 2022 filed as Exhibit 99.2 to this Current Report on Form 8-K, have been so filed in reliance on the report of PricewaterhouseCoopers Ltd., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

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Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

23    Consent of PricewaterhouseCoopers Ltd.
99.1    Launch Press Release, dated May 22, 2023.
99.2    Audited consolidated financial statements of Validus Re as of December 31, 2022 and for each of the two years in the period ended December 31, 2022.
101    Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in Inline XBRL.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

 

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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: May 22, 2023

     By:  

/s/ Shannon Lowry Bender

    Name:   Shannon Lowry Bender
    Title:   Executive Vice President, Group General Counsel and Corporate Secretary

 

- 4 -

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