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): | November 21, 2016 |
| JAMES RIVER GROUP HOLDINGS, LTD. |
| (Exact name of registrant as specified in its charter) |
| Bermuda | 001-36777 | 98-0585280 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| Wellesley House, 2nd Floor, 90 Pitts Bay Road, Pembroke Bermuda | HM 08 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | +1-441-278-4580 |
| (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):
| ¨ | 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)) |
On November 21, 2016, James River Group Holdings, Ltd. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with D. E. Shaw CF-SP Franklin, L.L.C., D. E. Shaw CH-SP Franklin, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C. (collectively, the “Selling Shareholders”) and Morgan Stanley & Co. LLC (the “Underwriter”), pursuant to which the Selling Shareholders agreed to sell an aggregate of 3,000,000 common shares, par value $0.0002 per share, of the Company to the Underwriter at a price of $38.00 per share (the “Offering”). The Selling Shareholders also granted the Underwriter a 30-day option to purchase up to an additional 450,000 common shares of the Company. The Company will not receive any proceeds from the sale of the common shares by the Selling Shareholders.
The Underwriting Agreement contains customary representations, warranties and agreements by each of the Company and the Selling Shareholders, and also provides for customary indemnification by each of the Company, the Selling Shareholders, and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities, including for liabilities under the Securities Act of 1933, as amended. The Offering is being made pursuant to a prospectus supplement, dated November 21, 2016, to the prospectus, dated January 14, 2016, which was included in the Company’s shelf registration statement on Form S-3 (File No. 333-208903), which was declared effective by the Securities and Exchange Commission on January 14, 2016.
The above summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| 1.1 | Underwriting Agreement, dated November 21, 2016 among James River Group Holdings, Ltd., D. E. Shaw CF-SP Franklin, L.L.C., D. E. Shaw CH-SP Franklin, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C. and Morgan Stanley & Co. LLC |
| | |
| 5.1 | Opinion of Conyers Dill & Pearman Limited regarding the legality of the Common Shares being registered |
| | |
| 8.1 | Opinion of Bryan Cave LLP regarding certain tax matters |
| | |
| 23.1 | Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1) |
| | |
| 23.2 | Consent of Bryan Cave LLP (included in Exhibit 8.1) |
SIGNATURES
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.
| | James River Group Holdings, Ltd. |
| | | |
| Dated: November 28, 2016 | By: | /s/ Gregg T. Davis |
| | | Gregg T. Davis |
| | | Chief Financial Officer |
Exhibits
| Exhibit No. | | Description |
| | | |
| 1.1 | | Underwriting Agreement, dated November 21, 2016 among James River Group Holdings, Ltd., D. E. Shaw CF-SP Franklin, L.L.C., D. E. Shaw CH-SP Franklin, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C. and Morgan Stanley & Co. LLC |
| | | |
| 5.1 | | Opinion of Conyers Dill & Pearman Limited regarding the legality of the Common Shares being registered |
| | | |
| 8.1 | | Opinion of Bryan Cave LLP regarding certain tax matters |
| | | |
| 23.1 | | Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1) |
| | | |
| 23.2 | | Consent of Bryan Cave LLP (included in Exhibit 8.1) |
