EXHIBIT 10.1
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EQUITY PURCHASE AGREEMENT
BY AND AMONG
RENAISSANCERE HOLDINGS LTD.,
WARBURG, PINCUS INVESTORS L.P.,
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I-INSURANCE,
LIMITED PARTNERSHIP,
PT INVESTMENTS, INC.
AND
UNITED STATES FIDELITY AND GUARANTY COMPANY
DATED AS OF MAY 22, 1997
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EQUITY PURCHASE AGREEMENT
THIS EQUITY PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into
as of May 22, 1997, by and among RenaissanceRe Holdings Ltd., a Bermuda company
(the "COMPANY"), Warburg, Pincus Investors L.P., a Delaware limited partnership
("WPI"), GE Investment Private Placement Partners I-Insurance, Limited
Partnership, a Delaware limited partnership ("GE INSURANCE"), PT Investments,
Inc., a Delaware corporation ("PTI"), and United States Fidelity and Guaranty
Company, a Maryland Corporation ("USF&G" and together with WPI, GE Insurance and
PTI, the "SELLERS" and each, a "SELLER").
RECITALS
WHEREAS, each of the Sellers owns common shares, par value $1.00 per share
(the "COMMON SHARES"), of RenaissanceRe Holdings Ltd., a Bermuda company (the
"Company"); and
WHEREAS, the Company proposes to file a registration statement on Form S-3
(the "Registration Statement") with respect to the sale of approximately
3,000,000 Common Shares in an underwritten secondary offering (the "Offering"),
subject to market conditions, at the request of the Sellers;
WHEREAS, the Company desires to purchase for cancellation (the "Company
Purchase") from each Seller such number of Common Shares set forth beside each
Seller's name on Schedule A hereto (collectively, the "EQUITY"), and the Sellers
desire to sell the Equity to the Company at a price per Common Share equal to
the public offering price per share less the underwriting discount per share to
be paid by the Sellers in the proposed Offering, in each case upon the terms and
subject to the conditions set forth in this Agreement;
WHEREAS, the Company Purchase is conditioned upon the consummation of the
proposed Offering.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.1. DEFINITIONS. In addition to the terms defined elsewhere
herein, the terms defined in the introductory paragraph and the Recitals to this
Agreement shall have the respective meanings specified therein, and the
following terms shall have the meanings specified below when used herein with
initial capital letters:
"AFFILIATE" means "affiliate" as defined in Rule 405 promulgated under
the Securities Act of 1933, as amended.
"BUSINESS DAY" means a day, other than a Saturday or a Sunday, on
which commercial banks are not required or authorized to close in the City
of New York.
"CLOSING DATE" means the date of consummation of the proposed
Offering.
"GOVERNMENTAL AGENCY" means (a) any international, foreign, federal,
state, county, local or municipal government or administrative agency or
political subdivision thereof, (b) any governmental agency, authority,
board, bureau, commission, department or instrumentality, (c) any court or
administrative tribunal, (d) any non-governmental agency, tribunal or
entity that is vested by a governmental agency with applicable
jurisdiction, or (e) any arbitration tribunal or other non-governmental
authority with applicable jurisdiction.
"LIEN" means any lien, mortgage, pledge, or other security interest.
"PERMIT" means any permit, approval, consent, authorization, license,
variance, or permission required by a Governmental Agency under any
applicable laws.
"PERSON" means any individual, partnership, corporation, trust,
association, limited liability company, Governmental Agency or any other
entity.
ARTICLE II.
SALE AND PURCHASE
SECTION 2.1. AGREEMENT TO SELL AND TO PURCHASE FOR CANCELLATION.
On the terms set forth herein and subject to Section 2.3 below, on the Closing
Date, the Company shall purchase for cancellation from the Sellers, and Sellers
shall sell, transfer, assign, convey and deliver to the Company, the Equity.
SECTION 2.2. PURCHASE FOR CANCELLATION AND SALE OF EQUITY. On the
terms and subject to the conditions set forth in this Agreement, on the Closing
Date:
(a) Each Seller shall deliver to the Company or its designee
certificates representing the Equity being sold by such Seller, duly
endorsed in blank for transfer or accompanied by appropriate powers duly
executed in blank.
(b) The Company shall deliver to each Seller, by wire transfer of
immediately available funds, an amount (the "PURCHASE PRICE") equal to the
product of (i) the number of Common Shares set forth opposite each such
Seller's name on
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Schedule A hereto and (ii) the public offering price per share less the
underwriting discount per share to be paid by the Sellers in the proposed
Offering upon consummation thereof.
SECTION 2.3. The Company Purchase is conditioned only upon the
consummation of the proposed Offering.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each of the Sellers severally and not jointly, represents and warrants
to Purchaser as set forth in this ARTICLE III:
SECTION 3.1. AUTHORITY OF SELLERS.
(a) Such Seller is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization.
(b) Such Seller has all requisite power and authority to execute
and deliver this Agreement. The execution and delivery by such Seller of
this Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized by all necessary action on the part
of such Seller. This Agreement constitutes the legal, valid and binding
obligation of such Seller enforceable against such Seller in accordance
with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, moratorium, or similar laws from time to time in
effect which affect creditors' rights generally and by legal and equitable
limitations on the enforceability of specific remedies.
SECTION 3.2. TITLE TO THE EQUITY. Such Seller has valid and
marketable title to the Equity to be sold by it, free and clear of any Liens.
SECTION 3.3. NO CONFLICT OR VIOLATION; CONSENTS. Neither the
execution and delivery of this Agreement by such Seller, nor the consummation of
the transactions contemplated hereby, nor the fulfillment of the terms and
compliance with the provisions hereof, will (a) conflict with or result in a
breach of or a default (or in an occurrence which with the lapse of time or
action by a third party, or both, could result in a default) with respect to any
of the terms, conditions or provisions of, (b) result in the termination of,
accelerate the performance required by, (c) impair such Seller's ability to
consummate the transactions contemplated hereby, or (d) give rise to any right
of termination or renegotiation, or purchase or offer right,
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under: (x) any United States federal, state or local (or, to the knowledge of
such Seller, Bermuda) statute, rule, regulation, code, order, writ or decree of
any Governmental Agency applicable to such Seller or the Company, (y) the
organizational documents of such Seller, or (z) any indenture, contract,
agreement, lease, Permit or other instrument to which such Seller is a party or
subject or by which any of such Seller's properties or assets are bound. No
United States federal, state or local (or, to the knowledge of such Seller,
Bermuda ) consent, approval, or authorization of, or registration or filing
with, any Governmental Agency is required to be obtained or made by or with
respect to such Seller in connection with the execution and delivery of this
Agreement by such Seller or the performance by such Seller of the transactions
contemplated hereby to be performed by it, except for filings under the
Securities Exchange Act of 1934, as amended, relating to the beneficial
ownership by such Seller of the Company's securities.
SECTION 3.4. BROKERS. All negotiations relative to this Agreement
and the transactions contemplated hereby have been carried on by such Seller
without the intervention of any other Person acting on its behalf in such manner
as to give rise to any valid claim by any such Person against the Company for a
finder's fee, brokerage commission or other similar payment based on an
arrangement with such Seller.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to each Seller as follows:
SECTION 4.1. AUTHORITY OF THE COMPANY.
(a) The Company is duly organized, validly existing, and in good
standing under the laws of Bermuda, with full corporate power and authority
to execute and deliver this Agreement.
(b) The execution and delivery by the Company of this Agreement and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action on the part of the
Company, and this Agreement constitutes the legal, valid and binding
obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, moratorium or similar laws from time to time in
effect which affect creditors' rights generally, and by legal and equitable
limitations on the enforceability of specific remedies.
SECTION 4.2. NO CONFLICT OR VIOLATION. Neither the
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execution and delivery of this Agreement by the Company, nor the consummation of
the transactions contemplated hereby, nor the fulfillment of the terms and
compliance with the provisions hereof will conflict with or result in a material
breach of or a material default (or in an occurrence which with the lapse of
time or action by a third party, or both, could result in a material default)
with respect to any of the terms, conditions or provisions of any applicable
order, writ or decree of any court or of any Governmental Agency, applicable to
the Company, or of the Memorandum of Association or Bye-Laws of the Company, or
of any indenture, contract, agreement, lease, or other instrument to which the
Company is a party or subject or by which the Company or any of its properties
or assets are bound, or of any applicable statute, rule, or regulation to which
the Company or its businesses is subject, except for those conflicts, breaches,
defaults, terminations, or accelerations, which individually or in the aggregate
could not reasonably be expected to have a material adverse effect on the
Company or materially impair the ability of the Company to consummate the
transactions contemplated by this Agreement.
SECTION 4.3. BROKERS. All negotiations relative to this Agreement
and the transactions contemplated hereby have been carried on by the Company
without the intervention of any other Person acting on its behalf in such manner
as to give rise to any valid claim by any such Person against any of the Sellers
or their Affiliates for a finder's fee, brokerage commission or other similar
payment based on an arrangement with the Company.
ARTICLE V.
CERTAIN COVENANTS AND AGREEMENTS
SECTION 5.1. TRANSFER TAXES. Any sales, recording, transfer,
stamp, conveyance, value added, use, or other similar Taxes, duties, excise,
governmental charges or fees imposed as a result of the purchase for
cancellation of the Equity by the Company pursuant to this Agreement shall be
borne by the Sellers.
SECTION 5.2. EFFORTS. Upon the terms and subject to the conditions
of this Agreement, each of the parties hereto shall use commercially reasonable
efforts to take, or cause to be taken, all action, and to do, or cause to be
done, all things necessary, proper or advisable consistent with applicable law
to consummate and make effective the transactions contemplated hereby.
ARTICLE VI.
MISCELLANEOUS PROVISIONS
SECTION 6.1. NOTICES. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be
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deemed to have been given (a) when delivered personally to the recipient, (b)
when sent to the recipient by telecopy (receipt electronically confirmed by
sender's telecopy machine) if during normal business hours of the recipient,
otherwise on the next Business Day, (c) one (1) Business Day after the date when
sent to the recipient by reputable express courier service (charges prepaid), or
(d) seven (7) Business Days after the date when mailed to the recipient by
certified or registered mail, return receipt requested and postage prepaid.
Such notices, demands and other communications will be sent to Sellers and to
Purchaser at the addresses indicated below:
(A) if to WPI, at 466 Lexington Avenue, New York, New York 10017,
Attention: Howard H. Newman, with a copy to: David A. Tanner or at such
other address as WPI may have furnished the parties hereto in writing;
(B) if to GE Insurance, at 3003 Summer Street, Stamford, Connecticut
06904, Attention: Controller to Alternative Investments, with a copy to:
Associate General Counsel to Alternative Investments, or such other address
as GEPT may have furnished the parties hereto in writing;
(C) if to PTI, at 3003 Summer Street, Stamford, Connecticut 06904,
Attention: Controller to Alternative Investments, with a copy to:
Associate General Counsel to Alternative Investments, or such other address
as PTI may have furnished the parties hereto in writing;
(D) if to USF&G, at 100 Light Street, Baltimore, Maryland 21202,
Attention: John M. Lummis, Esq., with a copy to: Corporate Secretary, or
at such other address as it may have furnished the parties hereto in
writing;
(E) if to the Company, at its offices, currently Renaissance House,
East Broadway, Pembroke HM 19, Bermuda, marked for the attention of the
President, with a copy to the Secretary of the Company, or at such other
address as the Company may have furnished in writing to parties hereto in
writing, with a copy to: Willkie Farr & Gallagher, 153 East 53rd Street,
New York, New York 10022, Attention: John S. D'Alimonte, Esq.
SECTION 6.2. AMENDMENTS. The terms, provisions and conditions of
this Agreement may not be changed, modified or amended in any manner except by
an instrument in writing duly executed by all parties hereto.
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SECTION 6.3. ASSIGNMENT AND PARTIES IN INTEREST.
(a) Neither this Agreement nor any of the rights, duties, or
obligations of any party hereunder may be assigned or delegated (by
operation of law or otherwise) by any party hereto except with the prior
written consent of the other parties hereto.
(b) This Agreement shall not confer any rights or remedies upon any
person or entity other than the parties hereto and their respective
permitted successors and assigns.
SECTION 6.4. EXPENSES. Except as expressly set forth in this
Agreement, each party to this Agreement shall bear all of its legal, accounting,
investment banking, and other expenses incurred by it or on its behalf in
connection with the transactions contemplated by this Agreement, whether or not
such transactions are consummated.
SECTION 6.5. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement among the parties hereto with respect to the subject matter
hereof, supersedes and is in full substitution for any and all prior agreements
and understandings among them relating to such subject matter, and no party
shall be liable or bound to the other party hereto in any manner with respect to
such subject matter by any warranties, representations, indemnities, covenants,
or agreements except as specifically set forth herein. Schedule A to this
Agreement is hereby incorporated and made a part hereof and is an integral part
of this Agreement.
SECTION 6.6. DESCRIPTIVE HEADINGS. The descriptive headings of the
several sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
SECTION 6.7. COUNTERPARTS. For the convenience of the parties, any
number of counterparts of this Agreement may be executed by any one or more
parties hereto, and each such executed counterpart shall be, and shall be deemed
to be, an original, but all of which shall constitute, and shall be deemed to
constitute, in the aggregate but one and the same instrument.
SECTION 6.8. GOVERNING LAW. This Agreement and the legal
relations between the parties hereto shall be governed by and construed in
accordance with the laws of Bermuda, applicable to contracts made and performed
therein without regard to principles of conflicts of law.
SECTION 6.9. CONSTRUCTION. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction will be applied against any party.
Any references to any federal, state, local or foreign statute or law will also
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refer to all rules and regulations promulgated thereunder, unless the context
requires otherwise. Unless the context otherwise requires: (a) a term has the
meaning assigned to it by this Agreement; (b) "or" is disjunctive but not
exclusive; (c) words in the singular include the plural, and in the plural
include the singular; (d) provisions apply to successive events and
transactions; and (e) "$" means the currency of the United States of America.
SECTION 6.10. SEVERABILITY. In the event that any one or more of
the provisions contained in this Agreement or in any other instrument referred
to herein, shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, then to the maximum extent permitted by law, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement or any other such instrument. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and
enforceable.
SECTION 6.11. SPECIFIC PERFORMANCE. Without limiting or waiving in
any respect any rights or remedies of the Company under this Agreement now or
hereinafter existing at law or in equity or by statute, each of the parties
hereto shall be entitled to seek specific performance of the obligations to be
performed by the other in accordance with the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first written above.
RENAISSANCERE HOLDINGS LTD.
By: /s/ John D. Nichols, Jr.
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Name: John D. Nichols, Jr.
Title: Vice President, Treasurer
and Secretary
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Kewsong Lee
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Name: Kewsong Lee
Title: Partner
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS I-INSURANCE, LIMITED PARTNERSHIP
By: GE Investment Management
Incorporated, General Partner
By: /s/ Michael M. Pastore
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Name: Michael M. Pastore
Title: Vice President
PT INVESTMENTS, INC.
By: /s/ Michael M. Pastore
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Name: Michael M. Pastore
Title: Vice President
UNITED STATES FIDELITY AND GUARANTY COMPANY
By: /s/ Dan Hale
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Name:
Title:
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SCHEDULE A
NUMBER OF COMMON
SHARES TO BE
SOLD IN COMPANY
SELLER PURCHASE
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Warburg, Pincus Investors L.P. 386,842
PT Investments, Inc. 138,158(1)
GE Investment Private Placement
Partners I-Insurance, Limited
Partnership 138,158(2)
United States Fidelity and
Guaranty Company 36,842
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TOTAL 700,000
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(1) Consists solely of Diluted Voting Class I Common Shares, par value $1.00
per share, of the Company.
(2) Consists solely of Diluted Voting Class II Common Shares, par value $1.00
per share, of the Company.
A-1