UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 3, 2012 (May 2, 2012)
Commission file number 001-33606
(Exact name of registrant as specified in its charter)
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| BERMUDA | | 98-0501001 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
29 Richmond Road, Pembroke, Bermuda HM 08
(Address of principal executive offices)
Registrant’s telephone number, including area code: (441) 278-9000
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:
| 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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| þ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On May 2, 2012, Validus Holdings, Ltd. issued a press release announcing that it intends to commence a modified “Dutch auction” tender offer for up to an aggregate amount of $200 million of its common shares at a price of not less than $30.50 per common share and not more than $33.50 per common share in cash, without interest. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed herewith:
| Exhibit | | Description |
| Exhibit 99.1 | | Press Release (“Validus Holdings, Ltd. Announces Modified Dutch Auction Tender Offer for $200.0 Million Validus Common Shares”), dated May 2, 2012 |
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.
| | VALIDUS HOLDINGS, LTD. (Registrant) |
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| | By: | | /s/ Joseph E. (Jeff) Consolino | |
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| | Name: | | Joseph E. (Jeff) Consolino | |
| | Title: | | President & Chief Financial Officer | |
