PEMBROKE, Bermuda – (COMMERCIAL THREAD) – RenaissanceRe Holdings Ltd. (NYSE: RNR) (the âCompanyâ or âRenaissanceReâ) announced today that it has agreed to sell by way of a public offer to subscribe 20,000,000 Custodian Shares, each representing one of its 4.20% Series G preferred shares, a par value of $ 1.00 and a liquidation preference of $ 25,000 per share (equivalent to $ 25 per custodian share). The public offering price is $ 25 per Custodian share for an aggregate public offering price of $ 500,000,000. RenaissanceRe currently expects to close the sale to the Underwriters on July 12, 2021, subject to customary closing conditions. RenaissanceRe expects to use the net proceeds of the Offering to redeem all of its outstanding 5.375% Series E Preferred Shares and any additional net proceeds will be used for general corporate purposes. If a catastrophic or other material event occurs prior to the redemption of the 5.375% Series E Preferred Shares, RenaissanceRe may, depending on the factors existing at that time, elect to use this net proceeds to replenish its capital base instead of ‘effect all of such redemption. RenaissanceRe intends to list the Custodian’s shares on the New York Stock Exchange under the symbol âRNRPRGâ.
Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC are acting as co-book managers for the offering.
Custodian shares are being offered pursuant to a current registration statement that has been filed with the Securities and Exchange Commission (the âSECâ). This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal before registration or qualification under the title laws of such state or jurisdiction. Any offer or solicitation to purchase, if any, will be made only by way of a prospectus and related prospectus supplement filed with the SEC. You can obtain these documents free of charge from the SEC at www.sec.gov. You can also request copies of these documents from Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service, by calling toll free: 1-800-645 -3751 or by e-mail: [email protected]; BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn .: Prospectus Department or by emailing [email protected] .com; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department; RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Investment Grade Syndicate Desk, by calling toll free: 1-866-375-6829, or by emailing: rbcnyfixed Incomeprospectus @rbccm .com; or UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, New York 10019, by calling toll free at 1-888-827-7275.
This press release does not constitute a redemption notice or an obligation to issue a redemption notice.
RenaissanceRe is a global reinsurance and insurance provider specializing in matching well-structured risks with efficient sources of capital. The Company offers non-life and specialty reinsurance as well as certain insurance solutions to its clients, primarily through intermediaries. Founded in 1993, the company has offices in Bermuda, Australia, Ireland, Singapore, Switzerland, United Kingdom and United States.
Caution regarding forward-looking statements
All forward-looking statements made in this press release reflect RenaissanceRe’s current views with respect to future events and financial performance and are made in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to many factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements, including: uncertainty as to the continued and future impact of the COVID-19 pandemic, including the measures taken to respond to them and the effect of, regulatory and judicial influences on the financial performance of the Company and the ability of the Company to conduct its business; the frequency and severity of catastrophic and other events covered by the Company; the effectiveness of the Company’s claims and claims funding process; the effect of climate change on the Company’s business, including the trend for increasingly frequent and severe weather events; the Company’s ability to maintain its financial strength ratings; the effect of emerging claims and coverage issues; the recovery on the retrocessional coverage claimed and the new retrocessional reinsurance being available on acceptable terms and providing the coverage that the Company intended to obtain; the highly competitive nature of the Company’s industry, resulting in the consolidation of competitors, customers and insurance and reinsurance brokers, and the Company’s dependence on a small and decreasing number of brokers for the preponderance of its revenues ; the Company’s exposure to counterparty credit losses in the normal course of business; the effect of continuing difficult economic conditions around the world; the performance of the Company’s investment portfolio and the volatility of the financial markets; a claim by the US Internal Revenue Service that Renaissance Reinsurance Ltd. or one of the Company’s other Bermuda subsidiaries is subject to United States tax; the effects of US tax reform laws, Organization for Economic Co-operation and Development or European Union (âEUâ) measures, and any future tax reform laws and regulations, including changes in the tax treatment of shareholders of the Company or investors in its joint ventures or other entities managed by the Company; the effect of cybersecurity risks, including technological breaches or failures, on the Company’s business; the Company’s ability to successfully execute its business strategies and initiatives, and the success of any strategic investment or acquisition of the Company, including its ability to manage its operations as its product and geographic diversity increases; the Company’s ability to retain its key executives and to attract or retain the executives and employees necessary to manage its activities; the Company’s ability to effectively manage capital on behalf of investors in joint ventures or other entities that it manages; fluctuations in foreign currency exchange rates; flexible reinsurance underwriting market conditions; changes in the method of determining the London Interbank Offered Rate (âLIBORâ) and the replacement of LIBOR; losses the Company may suffer as a result of terrorism, political unrest or war; the Company’s ability to determine any depreciation taken on its investments; the effects of inflation; the ability of the Company’s ceding companies and counterparties with delegated powers to accurately assess the risks they take on; the effect of operational risks, including system or human failures; the Company’s ability to raise capital if necessary; the Company’s ability to meet the covenants of its debt agreements; changes in accounting rules and regulatory systems applicable to the Company’s business, including changes in Bermuda laws or regulations or due to increased global regulation of the insurance and reinsurance industries; the Company’s dependence on the ability of its operating subsidiaries to declare and pay dividends; aspects of the Company’s business structure that may discourage third party takeovers and other transactions; the difficulties investors may encounter in serving proceedings or enforcing judgments against the Company in the United States; the cyclical nature of the reinsurance and insurance industries; unfavorable legislative developments which reduce the size of the private markets served by the Company or hamper their future growth and other policy, regulatory or industry initiatives having a negative impact on the Company; the Company’s ability to comply with applicable sanctions and foreign laws on corrupt practices; international restrictions on reinsurance underwriting by foreign companies and government intervention in the natural disaster market; the need for the Company to make numerous estimates and judgments in the preparation of its financial statements; the effect of the UK’s exit from the EU; and other factors affecting future results disclosed in documents filed by RenaissanceRe with the Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q.