Explanatory Note
On November 1, 2023, RenaissanceRe Holdings Ltd. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Original 8-K”), which reported that on November 1, 2023, the Company completed its previously announced acquisition (the “Validus Acquisition”) in accordance with the Stock Purchase Agreement, dated May 22, 2023, as amended, between the Company and American International Group, Inc., a Delaware corporation and NYSE-listed company (together with its affiliates and subsidiaries, “AIG”), pursuant to which, upon the terms and subject to the conditions thereof, the Company, or one of its subsidiaries, purchased, acquired and accepted from certain subsidiaries of AIG, all of their right, title and interest in the shares of Validus Holdings, Ltd. (“Validus Holdings”) and Validus Specialty, LLC (“Validus Specialty”). Substantially all of the assets of Validus Holdings is comprised of its equity interest in its wholly-owned subsidiary, Validus Reinsurance, Ltd. (“Validus Re”). The Company also acquired the renewal rights, records and customer relationships of the assumed treaty reinsurance business of Talbot Underwriting Limited, an affiliate of AIG, a specialty (re)insurance group operating within the Lloyd’s market. This amendment to the Original 8-K (“Amendment No. 1”) is being filed for the purpose of satisfying the Company’s undertaking to file the financial statements required by Item 9.01 of Form 8-K. This Amendment No. 1 should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained in the Original 8-K, and the Company has not updated any information therein to reflect events that have occurred since the date of the Original 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired |
The audited consolidated financial statements of Validus Holdings, Ltd. as at and for the years ended December 31, 2022 and 2021, are filed herewith as Exhibit 99.1 to this 8-K Amendment and are incorporated herein by reference. The unaudited consolidated financial statements of Validus Holdings, Ltd. as at September 30, 2023 and for the nine months ended September 30, 2023 and 2022, are filed herewith as Exhibit 99.2 to this 8-K Amendment and are incorporated herein by reference.
The audited combined financial statements of Validus Specialty, LLC, excluding Validus Specialty Underwriting Services, Inc., an entity previously owned as a subsidiary by Validus Specialty and excluded from the Validus Acquisition (“Specialty Business of Validus Specialty, LLC”) as at and for the years ended December 31, 2022 and 2021, are filed herewith as Exhibit 99.3 to this 8-K Amendment and are incorporated herein by reference. The unaudited combined financial statements of the Specialty Business of Validus Specialty, LLC as at September 30, 2023 and for the nine months ended September 30, 2022 and 2021, are filed herewith as Exhibit 99.4 to this 8-K Amendment and are incorporated herein by reference.
| (b) | Pro Forma Financial Information. |
The Unaudited Pro Forma Condensed Combined Balance Sheet of the Company as at September 30, 2023 and the Unaudited Pro Forma Condensed Combined Statements of Operations of the Company for the nine months ended September 30, 2023, and the year ended December 31, 2022, which give effect to the Validus Acquisition, are filed herewith as Exhibit 99.5 to this 8-K Amendment and are incorporated herein by reference.
