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): February 22, 2023
RenaissanceRe Holdings Ltd.
(Exact name of registrant as specified in its charter)
| Bermuda | 001-14428 | 98-0141974 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
Renaissance House, 12 Crow Lane, Pembroke, Bermuda HM 19
(Address of Principal Executive Office) (Zip Code)
(441) 295-4513
(Registrant’s telephone number, including area code)
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:
| ☐ | 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)) | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
| Common Shares, Par Value $1.00 per share | RNR | New York Stock Exchange | ||||||
| Depositary Shares, each representing a 1/1,000th interest in a Series F 5.750% Preference Share, Par Value $1.00 per share | RNR PRF | New York Stock Exchange | ||||||
| Depositary Shares, each representing a 1/1,000th interest in a Series G 4.20% Preference Share, Par Value $1.00 per share | RNR PRG | New York Stock Exchange | ||||||
Item 1.01. Entry Into A Material Definitive Agreement.
On February 22, 2023, RenaissanceRe Reinsurance Ltd., DaVinci Reinsurance Ltd., Renaissance Reinsurance U.S. Inc., RenaissanceRe Europe AG, RenaissanceRe Specialty U.S. Ltd. (collectively, the “Applicants”) and RenaissanceRe Holdings Ltd. (the “Guarantor” and together with the Applicants, collectively, the “Credit Parties”), and Wells Fargo Bank, National Association (“Wells Fargo”) entered into the Third Amendment (the “Amendment”) to the Amended and Restated Standby Letter of Credit Agreement, dated as of June 21, 2019, amending the existing uncommitted facility under which letters of credit may be issued from time to time for the respective accounts of the Applicants. The Amendment provides for, among other things, the option to request the issuance of up to $150.0 million of secured letters of credit in the aggregate, the removal of an unused option to request unsecured letters of credit, and certain other modifications to the provisions that require collateral to be pledged in favor of Wells Fargo to secure the Applicants’ reimbursement obligations, including changes to the methodology for calculation of collateral values.
The description of the Amendment contained herein is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
Wells Fargo, which is a party to the Amendment, is also a party to a revolving credit facility with the Guarantor and certain of the other Credit Parties. In addition, Wells Fargo and/or certain of their affiliates have in the past provided, currently provide and/or may in the future provide, investment banking, transfer agent, trusteeship, custodial, and/or other financial services from time to time to the Guarantor and its subsidiaries and affiliates.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
The disclosure set forth in Item 1.01 above is hereby incorporated by reference into this item.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit # Description
10.1 Third Amendment to Amended and Restated Standby Letter of Credit Agreement, dated February 22, 2023, by and among Renaissance Reinsurance Ltd., DaVinci Reinsurance Ltd., Renaissance Reinsurance U.S. Inc., RenaissanceRe Europe AG, RenaissanceRe Specialty US Ltd., RenaissanceRe Holdings Ltd. and Wells Fargo Bank, National Association.
101 Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in Inline XBRL.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RENAISSANCERE HOLDINGS LTD. | ||||||||||||||
| Date: | By: | /s/ Shannon Lowry Bender | ||||||||||||
| February 22, 2023 | Executive Vice President, Group General Counsel and Corporate Secretary | |||||||||||||