VALIDUS HOLDINGS LTD FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits
Edgar Online, Inc. |
Item 2.01. Completion of Acquisition or Disposition of Assets
On
Validus expects to issue a total of approximately 14,202,665 common shares, and to pay approximately
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to Validus' Current Report on Form 8-K filed on
A copy of the press release dated
For important information regarding the Mergers, including the risks of the Mergers and the businesses of Validus and Flagstone, investors are urged to read Validus' Registration Statement on Form S-4/A, dated
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
Citi Credit Facility
After the effectiveness of the Mergers, Validus' newly acquired indirect wholly-owned subsidiaries,
--------------------------------------------------------------------------------
issuance and a
The foregoing description of the Citi Facility does not purport to be compete and is qualified in its entirety by reference to the full text of the Amendment Letter and Revised Summary of Terms, a copy of which is attached as Exhibit 99.1 to Flagstone's Current Report on Form 8-K filed on
BNY Mellon Supplemental Indentures
In connection with the Mergers, on
Validus UPS' assumptions and Validus' guarantees are in respect of: • FlagstoneBermuda's Floating Rate Deferrable Interest Subordinated Notes due 2036 (US Dollar Denominated) (the "US Dollar Notes due 2036"), of which$120 million aggregate principal amount were outstanding as ofNovember 30, 2012 ; and • FlagstoneBermuda's Floating Rate Deferrable Interest Junior Subordinated Notes due 2037 (the "Notes due 2037" and, together with the US Dollar Notes due 2036, the "BNY Mellon Notes"), of which$25 million aggregate principal amount were outstanding as ofNovember 30, 2012 .
The US Dollar Notes due 2036 were originally issued under a Junior Subordinated Indenture, dated as of
--------------------------------------------------------------------------------
The US Dollar Notes due 2036 have a floating rate of interest equal to LIBOR plus 354 basis points per annum, reset quarterly for the dollar-denominated principal amount. The US Dollar Notes due 2036 mature on
The Notes due 2037 have a floating rate of interest equal to LIBOR plus 310 basis points per annum, reset quarterly for the dollar-denominated principal amount. The Notes due
Each of the BNY Mellon Indentures contains certain restrictions, including a limitation that restricts Validus UPS' ability to declare or pay dividends on its capital stock, make payment of principal of or any interest or premium on any debt security that ranks equal or junior to the BNY Mellon Notes, or enter into certain contracts with a greater than 10% shareholder if any Covenant Significant Subsidiary (as defined in the BNY Mellon Indentures) of Validus UPS that is an insurance company rated by
Each of the BNY Mellon Indentures contains customary covenants relating to restrictions on the ability of Validus UPS to consolidate, merge or convey or transfer substantially all of its assets. The BNY Mellon Indentures also contain customary events of default.
The BNY Mellon Notes assumed by Validus UPS and the Validus' guarantees thereof are unsecured obligations of the respective party, ranking equal in right of payment with all the respective party's existing and future unsecured and subordinated indebtedness. Interest on each series of BNY Mellon Notes is payable quarterly.
Wilmington Trust Supplemental Indenture
Validus and Validus UPS also entered into a supplemental indenture (the "Wilmington Trust Supplemental Indenture") to a Junior Subordinated Indenture, dated as of
The Wilmington Trust Notes have a floating rate of interest equal to LIBOR plus 300 basis points per annum, reset quarterly for the dollar-denominated principal amount. The Wilmington Trust Notes mature on
The Wilmington Trust Indenture contains certain restrictions, including a limitation that restricts Validus UPS' ability to declare or pay dividends on its capital stock, make any payment of principal of or any interest or premium on any debt security that ranks equal or junior to the Wilmington Trust Notes, or enter into certain contracts with a greater
--------------------------------------------------------------------------------
than 10% shareholder if any Covenant Significant Subsidiary (as defined in the Wilmington Trust Indenture) of Validus UPS that is an insurance company rated by
Item 3.02 Unregistered Sales of
The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the completion of the Mergers, on
The foregoing description of the Warrant is qualified in its entirety by reference to the full text of the Warrant, a copy of which is attached as Exhibit 4.16.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. Validus will file any financial statements required by Item 9.01(a) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.
(b) Pro forma financial information. Validus will furnish any pro forma financial information required by Item 9.01(b) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.
(d) Exhibits. The following exhibits are filed herewith: Exhibit No. Description ----------- ---------------------------------------------------------------------- 2.1 Agreement and Plan of Merger, dated as ofAugust 30, 2012 , by and amongValidus Holdings, Ltd. ,Validus UPS, Ltd. , Flagstone Reinsurance Holdings, S.A. andFlagstone Reinsurance Holdings (Bermuda) Limited (incorporated by reference to the Current Report on Form 8-K filed onSeptember 4, 2012 ) 4.1 Junior Subordinated Indenture, dated as ofAugust 23, 2006 , between Flagstone Reinsurance Holdings Limited andJPMorgan Chase Bank, National Association , as trustee (incorporated by reference to Exhibit 4.3 to the Amendment to the Registration Statement on Form S-1/A (No. 333-138182) of Flagstone Reinsurance Holdings Limited filed onDecember 8, 2006 )
--------------------------------------------------------------------------------
4.2 First Supplemental Indenture, dated as ofMay 17, 2010 , among Flagstone Reinsurance Holdings, S.A., Flagstone Reinsurance Holdings Limited and TheBank of New York Mellon Trust Company, National Association , as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Flagstone Reinsurance Holdings, S.A. filed onMay 19, 2010 ) 4.3 Second Supplemental Indenture, dated as ofNovember 30, 2012 , amongFlagstone Reinsurance Holdings (Bermuda) Limited ,Flagstone Reinsurance Holding, S.A. and TheBank of New York Mellon Trust Company, National Association , as trustee 4.4 Third Supplemental Indenture, dated as ofNovember 30, 2012 , amongValidus UPS, Ltd. ,Validus Holdings, Ltd. and The Bank ofNew York Mellon Trust Company, National Association, as trustee 4.5 Junior Subordinated Indenture, dated as ofSeptember 20, 2007 , between Flagstone Reinsurance Holdings Limited andThe Bank of New York Trust Company , National Association, as trustee 4.6 First Supplemental Indenture, dated as ofMay 17, 2010 , among Flagstone Reinsurance Holdings, S.A., Flagstone Reinsurance Holdings Limited and TheBank of New York Mellon Trust Company, National Association , as trustee 4.7 Second Supplemental Indenture, dated as ofNovember 30, 2012 , amongFlagstone Reinsurance Holdings (Bermuda) Limited , Flagstone Reinsurance Holdings, S.A. and TheBank of New York Mellon Trust Company, National Association , as trustee 4.8 Third Supplemental Indenture, dated as ofNovember 30, 2012 , amongValidus UPS, Ltd. ,Validus Holdings, Ltd. and The Bank ofNew York Mellon Trust Company, National Association, as trustee 4.9 Junior Subordinated Indenture, dated as ofJune 8, 2007 , amongFlagstone Finance S.A. , Flagstone Reinsurance Holdings Limited andWilmington Trust Company , as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Flagstone Reinsurance Holdings Limited filed onJune 14, 2007 ) 4.10 First Supplemental Indenture, dated as ofMay 17, 2010 , amongFlagstone Finance S.A. , Flagstone Reinsurance Holdings, S.A. andWilmington Trust Company , as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Flagstone Reinsurance Holdings, S.A. filed onMay 19, 2010 ) 4.11 Second Supplemental Indenture, dated as ofNovember 30, 2012 , amongFlagstone Finance S.A. ,Flagstone Reinsurance Holdings (Bermuda) Limited , Flagstone Reinsurance Holdings, S.A. andWilmington Trust Company , as trustee 4.12 Third Supplemental Indenture, dated as ofNovember 30, 2012 , amongFlagstone Finance S.A. ,Validus UPS, Ltd. ,Validus Holdings, Ltd. andWilmington Trust Company , as trustee 4.13 Note Purchase Agreement, dated as ofAugust 23, 2006 , between Flagstone Reinsurance Holdings Limited andMerrill Lynch International 4.14 Amendment No. 1, dated as ofNovember 30, 2012 , to the Note Purchase Agreement, amongFlagstone Reinsurance Holdings (Bermuda) Limited and the noteholders named therein
--------------------------------------------------------------------------------
4.15 Amendment No. 2, dated as ofNovember 30, 2012 , to the Note Purchase Agreement, amongValidus UPS, Ltd. ,Validus Holdings, Ltd. and the noteholders named therein 4.16 Share Purchase Warrant, datedNovember 30, 2012 , betweenValidus Holdings, Ltd. andLeyton Limited 99.1 Press Release, datedNovember 30, 2012
--------------------------------------------------------------------------------
Wordcount: | 2590 |
FLAGSTONE REINSURANCE HOLDINGS, S.A. FILES (8-K) Disclosing Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
Advisor News
Annuity News
Health/Employee Benefits News
Life Insurance News