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

Item 1.02 Termination Of A Material Definitive Agreement

                  The information provided in the Introductory Note of this Current 

Report on Form 8-K is incorporated by reference herein.

                 Effective November 26, 2012, in connection with the completion of 

the Mergers, Flagstone voluntarily terminated its secured letter of credit facility with Barclays Bank Plc (the "Barclays Facility"). At the time of termination, there were no outstanding letters of credit issued under the Barclays Facility.

Item 3.01 Notice Of Delisting Or Failure To Satisfy A Continued Listing Rule Or

Standard; Transfer Of Listing

                  The information provided in the Introductory Note of this Current 

Report on Form 8-K is incorporated herein by reference.

                 On November 30, 2012, Validus UPS, the successor-in-interest to 

Flagstone, notified the New York Stock Exchange ("NYSE") of the effectiveness of the Mergers and requested that the NYSE file with the Securities and Exchange Commission (the "SEC") a Form 25 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in order to effect the delisting of Flagstone shares from the NYSE. Such delisting will result in the termination of the registration of Flagstone's shares under Section 12(b) of the Exchange Act. Additionally, Validus UPS will be filing a Form 15 with the SEC, requesting the termination of the registration of Flagstone's shares under Section 12(g) of the Exchange Act and suspension of reporting obligations of Flagstone under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification To Rights Of Security Holders

                  The information provided in the Introductory Note of this Current 

Report on Form 8-K is incorporated herein by reference.

                 In connection with the completion of the Mergers, each Flagstone 

share issued and outstanding immediately prior to the First-Step Merger was converted into the right to receive the Merger Consideration, and Flagstone's shareholders immediately prior to the First-Step Merger ceased to have any rights as shareholders of Flagstone (other than their right to receive the Merger Consideration). Because Flagstone shareholders will receive Validus common shares as a portion of the Merger Consideration, they will have the rights of a shareholder of Validus.

Item 5.01 Changes In Control Of Registrant

--------------------------------------------------------------------------------

                The information provided in the Introductory Note of this Current 

Report on Form 8-K is incorporated herein by reference.

                 At the effective time of the Mergers, as contemplated under the 

Merger Agreement, the successor-in-interest to Flagstone became wholly owned by Validus.

Item 5.02 Departure of Certain Directors or Certain Officers; Election of

          Directors; Appointment of Certain Officers; Compensatory Arrangements           of Certain Officers                  The information provided in the Introductory Note of this Current

Report on Form 8-K is incorporated herein by reference.

                 On November 30, 2012, upon completion of the Mergers and in 

accordance with the terms of the Merger Agreement, the directors of Validus UPS immediately prior to the effective time of the Mergers, C. Jerome Dill, Stuart Mercer and Jeffrey Sangster, became the directors of Validus UPS, as the successor-in-interest to Flagstone. As a result of the Mergers, the members of the Flagstone board of directors immediately prior to the completion of the Mergers, Gary Black, David A. Brown, Stephen Coley, Thomas Dickson, Stewart Gross, E. Daniel James, Dr. Anthony Knap, Anthony P. Latham, Jan Spiering, Wray T. Thorn and Peter F. Watson, no longer serve as directors.

                 On November 30, 2012, upon completion of the Mergers and in 

accordance with the terms of the Merger Agreement, the officers of Validus UPS immediately prior to the effective time of the Mergers became the officers of Validus UPS, as the successor-in-interest to Flagstone, and the following officers of Flagstone were terminated from their positions: David Brown, Chief Executive Officer; Guy Swayne, Executive Vice President of Flagstone Reássurance Suisse, SA; Gary Prestia, Chief Executive Officer of Flagstone Representatives (US) Inc.; and David Flitman, Executive Director of Global Property Underwriting. In addition, Patrick Boisvert, the Principal Financial Officer and Principal Accounting Officer of Flagstone immediately prior to the completion of the Mergers, will no longer serve in those positions.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

                  The information provided in the Introductory Note of this Current 

Report on Form 8-K is incorporated herein by reference.

                 Upon completion of the Mergers and in accordance with the terms 

of the Merger Agreement, the Memorandum of Association and Bye-Laws of Validus UPS became the Memorandum of Association and Bye-Laws of Validus UPS as the successor-in-interest to Flagstone.

                 The Memorandum of Association and the Bye-Laws of Validus UPS, as 

the successor-in-interest to Flagstone, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements And Exhibits

                 (d) Exhibits. The following exhibits are filed herewith:   Exhibit No.   Description -----------   ----------------------------------------------------------------------- 2.1           Agreement and Plan of Merger, dated as of August 30, 2012, by and among               Validus Holdings, Ltd., Validus UPS, Ltd., Flagstone Reinsurance               Holdings, S.A. and Flagstone Reinsurance Holdings (Bermuda) Limited               (incorporated by reference to the Current Report on Form 8-K filed on               September 4, 2012).  3.1           Memorandum of Association of Validus UPS, Ltd.

--------------------------------------------------------------------------------

  3.2    Bye-Laws of Validus UPS, Ltd.  99.1   Press Release, dated November 30, 2012

--------------------------------------------------------------------------------