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): June 30, 2015
Blue Capital Reinsurance Holdings Ltd.
(Exact name of registrant as specified in its charter)
Bermuda | | 001-36169 | | 98-1120002 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
94 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (441) 278-5004
(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:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
On June 30, 2015, PricewaterhouseCoopers Ltd. (“PwC”) resigned as the independent registered public accounting firm of Blue Capital Reinsurance Holdings Ltd. (the “Registrant”).
This resignation was due to an independence matter which resulted from the proposed acquisition of Montpelier Re Holdings Ltd. (“Montpelier’) by Endurance Specialty Holdings Ltd. (“Endurance”). The independence conflict results from a retired partner of PricewaterhouseCoopers LLP being on Endurance’s Board of Directors and serving as the Chair of Endurance’s Audit Committee. Montpelier currently owns 33.3% of the Registrant’s outstanding common shares and fully consolidates the assets, liabilities and operations of the Registrant and its subsidiaries within its consolidated financial statements.
The reports of PwC on the financial statements for the fiscal years ended December 31, 2014 and 2013 contain no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal years ended December 31, 2014 and 2013, and the subsequent interim period through June 30, 2015, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference thereto in their report on the financial statements for such years, nor were there any reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Registrant has requested that PwC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated July 2, 2015, is filed as Exhibit 16 to this Form 8-K.
The Registrant expects to announce a new independent registered public accounting firm prior to the completion of the acquisition of Montpelier by Endurance. The Registrant will file a Current Report on Form 8-K with the Securities and Exchange Commission promptly following the engagement of a new independent registered public accounting firm.
ITEM 8.01 OTHER EVENTS.
On June 30, 2015, PwC resigned as the independent registered public accounting firm of the Registrant due to an independence matter which resulted from the proposed acquisition of Montpelier by Endurance. PwC has furnished a letter to the Securities and Exchange Commission relating to its resignation, dated July 2, 2015, which is filed as Exhibit 16 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. | | Description |
| | |
16 | | Letter from PricewaterhouseCoopers Ltd. regarding change in certifying accountant. |
SIGNATURE
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.
| Blue Capital Reinsurance Holdings Ltd. (Registrant) |
| |
| |
July 2, 2015 | | By: | /s/ Michael S. Paquette |
Date | | Name: | Michael S. Paquette |
| Title: | Chief Financial Officer |
2
EXHIBIT INDEX
Exhibit No. | | Description |
| | |
16 | | Letter from PricewaterhouseCoopers Ltd. regarding change in certifying accountant. |
3
