EVEREST REINSURANCE HOLDINGS INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

Item 1.01 Entry Into a Material Definitive Agreement. On October 4, 2021,
Everest Reinsurance Holdings, Inc. ("Everest Holdings" or the "Company")
completed the public offering and issuance of $1.0 billion aggregate principal
amount of its 3.125% Senior Notes due 2052 (the "Notes"). The Notes are governed
by an indenture, dated March 14, 2000 (the "Base Indenture"), between the
Company and The Chase Manhattan Bank, as trustee, as supplemented by a Sixth
Supplemental Indenture, dated October 4, 2021 (the "Sixth Supplemental
Indenture" and together with the Base Indenture, the "Indenture"), between the
Company and The Bank of New York Mellon (as successor in interest to The Chase
Manhattan Bank), as trustee. Pursuant to the Indenture, interest on the Notes
will accrue at a rate of 3.125% per annum on the principal amount of the Notes
from October 4, 2021, payable semi-annually in arrears on April 15 and
October 15 of each year, beginning on April 15, 2022. The Notes will mature on
October 15, 2052, unless redeemed prior thereto.

Prior to April 15, 2052 (six months prior to the maturity date of the Notes)
(the "Par Call Date"), the Company may redeem the Notes at its option, in whole
or in part, at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of the Notes being redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on
the Notes being redeemed that would be due if the Notes to be redeemed matured
on the Par Call Date (not including any portion of such payments of interest
accrued as of the redemption date), discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined in Indenture) plus 20 basis points, plus any
accrued and unpaid interest on the Notes to the redemption date.

On or after the Par Call Date, the Company may redeem the Notes at its option,
in whole or in part, at any time at a redemption price equal to 100% of the
principal amount of the Notes being redeemed, plus accrued and unpaid interest
on the Notes to the redemption date.

The Notes will be the Company's general unsecured and unsubordinated obligations
and will rank equally in right of payment with all of its other existing and
future unsecured and unsubordinated obligations. Neither Everest Re Group, Ltd.,
the Company's ultimate parent, nor any of the Company's subsidiaries or other
affiliates, is issuing or guaranteeing the Notes, and no entity other than the
Company will have any liability for any of the Notes.

The Indenture includes covenants which, among other things, limit the ability of
the Company and its subsidiaries to (i) incur debt secured by a pledge on the
capital stock of any restricted subsidiary (as defined in the Indenture), (ii)
sell or otherwise dispose of any shares of capital stock of a restricted
subsidiary and (iii) merger, consolidate or transfers all or substantially all
of the assets of the Company.

The Indenture includes customary events of default, including, among other
things, payment default, covenant default, certain defaults under other
indebtedness of the Company and bankruptcy, insolvency or reorganization
affecting the Company.

This description of the Indenture is a summary and is qualified in its entirety
by reference to the Base Indenture and the Sixth Supplemental Indenture
(including the form of Global Note attached as Exhibit A to the Sixth
Supplemental Indenture), copies of which are filed as Exhibits 4.1 and 4.2,
respectively, to this Current Report on Form 8-K and incorporated by reference
herein.

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 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On October 4, 2021, the Company completed the public offering and issuance of
$1.0 billion of Notes. The Notes were sold pursuant to (i) an Underwriting
Agreement, dated September 29, 2021 (the "Underwriting Agreement"), between the
Company and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC each
acting on behalf of itself and as representatives (the "Representatives") of the
several underwriters named therein, and (ii) a Pricing Agreement, dated as of
September 29, 2021 (the "Pricing Agreement"), between the Company and the
Representatives. The Company received net proceeds from the offering of the
Notes of $969,990,000, after deducting the underwriting discount.

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The offering was made pursuant to the Company's shelf registration statement on
Form S-3 (File No. 333-259589-02) under the Securities Act of 1933, as amended
(the "Securities Act"), which became effective on September 16, 2021 (the
"Registration Statement"), a base prospectus dated September 16, 2021, included
as part of the Registration Statement, and a prospectus supplement, dated
September 29, 2021, filed with the Securities and Exchange Commission pursuant
to Rule 424(b) under the Securities Act.

The foregoing description of the Underwriting Agreement is a summary and is
qualified in its entirety by reference to the terms of the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
is incorporated by reference into this Item 8.01.

The Company is filing this Current Report on Form 8-K to add the following
exhibits to the Registration Statement: (i) the Underwriting Agreement (Exhibit
No. 1.1 to this Current Report on Form 8-K), (ii) the Pricing Agreement (Exhibit
No. 1.2 to this Current Report on Form 8-K), (iii) the Sixth Supplemental
Indenture (Exhibit No. 4.1 to this Current Report) and (iv) the form of global
note evidencing the Notes (Exhibit No. 4.2 to this Current Report) and (v) the
opinion of Mayer Brown LLP, as counsel to the Company, regarding the validity of
the Notes and their related consent (Exhibit Nos. 5.1 and 23.1, respectively, to
this Current Report on Form 8-K).

Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits.




1.1       Underwriting Agreement, dated as of September 29, 2021 among Everest
        Reinsurance Holdings, Inc. and Citigroup Global Markets Inc. and Wells
        Fargo Securities, LLC, as representatives of the several underwriters
        named therein.

1.2       Pricing Agreement, dated as of September 29, 2021, among Everest
        Reinsurance Holdings, Inc. and Citigroup Global Markets Inc. and Wells
        Fargo Securities, LLC, as representatives of the several underwriters
        named therein.

4.1       Sixth Supplemental Indenture, dated as of October 4, 2021 by and between
        Everest Reinsurance Holdings, Inc. and The Bank of New York Mellon (as
        successor in interest to the Chase Manhattan Bank).

4.2       Global Note evidencing the 3.125% Senior Notes due 2052 (included in
        Exhibit 4.1 and incorporated by reference herein).

5.1       Opinion of Mayer Brown LLP.

23.1      Consent of Mayer Brown LLP (included in Exhibit 5.1 and incorporated by
        reference herein).

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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