UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 20, 2012
Flagstone Reinsurance Holdings, S.A.
(Exact name of registrant as specified in its charter)
| Luxembourg | | 001-33364 | | 98-0481623 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
65 Avenue de la Gare
L-1611 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +352 273 515 30
(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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. |
On April 3, 2012, Flagstone (Gibraltar) Limited, an indirect subsidiary of Flagstone Reinsurance Holdings, S.A. (“Flagstone”), entered into a Share Purchase Agreement with ANV Risk BV providing for the sale of 100% of the share capital in Flagstone Holdings (UK) Limited, including all its subsidiaries.
Flagstone today announced that the transaction closed on August 20, 2012, for approximately US$49.7 million in cash. As a result of the transaction, Flagstone is also releasing a US$159 million letter of credit previously posted to comply with its funding obligations at Lloyd’s.
A copy of Flagstone’s press release dated August 20, 2012 announcing the closing of the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits:
| | |
| 99.1 | | Press Release, dated August 20, 2012, announcing the closing of the transaction. |
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.
| | FLAGSTONE REINSURANCE HOLDINGS, S.A. | |
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| | By: | /s/ William F. Fawcett | |
| | | Name: William F. Fawcett | |
| | | Title: General Counsel | |
| Date: August 20, 2012 | | | |
