| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 31, 2023, RenaissanceRe Holdings Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Barclays Capital Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the underwriters named therein. The Underwriting Agreement provided for the offer and sale (the “Offering”) of $750,000,000 aggregate principal amount of the Company’s 5.750% Senior Notes due 2033 (the “Notes”). A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference.
The Offering was made pursuant to a shelf registration statement on Form S-3 (No. 333-272124) filed with the United States Securities and Exchange Commission (the “SEC”) on May 22, 2023 and a prospectus supplement filed with the SEC on June 2, 2023. The Offering of the Notes closed on June 5, 2023. In connection with the Offering, the Company entered into the Second Supplemental Indenture described below.
Second Supplemental Indenture
On June 5, 2023, the Company, as issuer, and Deutsche Bank Trust Company Americas (“Deutsche Bank”), as trustee, entered into a second supplemental indenture (the “Second Supplemental Indenture”) to that certain Senior Indenture, by and between the Company, as issuer, and Deutsche Bank, as trustee, dated as of April 2, 2019 (the “Senior Base Indenture”). The Senior Base Indenture and the Second Supplemental Indenture set forth the terms and conditions under which the Notes were issued as well as the rights and obligations of the parties thereto and of the holders of the Notes. Copies of the Senior Base Indenture and the Second Supplemental Indenture are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated herein by reference.
On May 31, 2023, the Company issued a press release announcing that it priced the Offering (the “Pricing Press Release”). The Pricing Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the closing of the Offering, the Company terminated all remaining bridge commitments that were established under the commitment letter the Company entered into with Morgan Stanley Senior Funding, Inc., which was previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2023.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No. | | Description |
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| 1.1 | | Underwriting Agreement, dated May 31, 2023, by and among RenaissanceRe Holdings Ltd., Morgan Stanley & Co. LLC, Barclays Capital Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC. |
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| 4.1 | | Senior Indenture, dated as of April 2, 2019, by and between RenaissanceRe Holdings Ltd., as issuer, and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.1 to RenaissanceRe Holdings Ltd.’s Current Report on Form 8-K filed with the SEC on April 2, 2019). |
| |
| 4.2 | | Second Supplemental Indenture, dated as of June 5, 2023, by and between RenaissanceRe Holdings Ltd., as issuer, and Deutsche Bank Trust Company Americas, as trustee. |
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| 5.1 | | Opinion of Sidley Austin LLP |
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| 5.2 | | Opinion of Carey Olsen Bermuda Limited |
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| 99.1 | | Pricing Press Release, dated May 31, 2023 |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
