UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2021
Commission File Number: 1-14536
PartnerRe Ltd.
(Translation of registrant’s name into English)
Wellesley House South
90 Pitts Bay Road
Pembroke HM08
Bermuda
(441) 292-0888
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7): ¨
Yes ¨ No x
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-.
THIS REPORT ON FORM 6-K IS BEING FILED FOR THE PURPOSES OF INCORPORATION BY REFERENCE IN THE REGISTRATION STATEMENTS ON FORM F-3 (File No. 333-231716). THIS REPORT SHALL BE DEEMED FILED AND INCORPORATED BY REFERENCE IN SUCH REGISTRATION STATEMENTS AND SHALL BE DEEMED TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
Exhibits are filed herewith in connection with the issuance of the 4.875% Non-Cumulative Redeemable Preferred Shares, Series J (the “Series J Preferred Shares”), by PartnerRe Ltd. (the “Company”), pursuant to the shelf registration statement of the Company, Form F-3 (File No. 333-231716).
EXHIBIT INDEX
| | | |
Exhibit | | |
| 1.1 | | Underwriting Agreement, dated March 9, 2021, among the Company and BofA Securities, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several Underwriters named therein. |
| 3.1 | | Certificate of Designation of the Series J Preferred Shares |
| 5.1 | | Opinion of Conyers Dill & Pearman Limited, Bermuda counsel to the Company, as to the validity of the Series J Preferred Shares under Bermuda law. |
| 23.1 | | Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1 above). |
| 99.1 | | Press Release of PartnerRe Ltd., dated March 15, 2021. |
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, thereunto duly authorized.
| March 15, 2021 | By: | /s/ Nick Burnet |
| | | Name: | Nick Burnet |
| | | Title: | Executive Vice President and Chief Financial Officer |
