RENAISSANCERE HOLDINGS LTD FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On May 22, 2023, RenaissanceRe Holdings Ltd. ("RenaissanceRe" or the "Company")
entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with
American International Group, Inc., a Delaware corporation and NYSE-listed
company (together with its affiliates and subsidiaries, "AIG"), pursuant to
which, upon the terms and subject to the conditions thereof, RenaissanceRe
agreed to, or to cause one of its subsidiaries to, purchase, acquire and accept
from certain subsidiaries of AIG, all of AIG's right, title and interest in the
shares of certain direct and indirect subsidiaries of AIG, including Validus
Holdings, Ltd. ("Validus Holdings") and Validus Specialty, LLC ("Validus
Specialty"). Substantially all of the assets of Validus Holdings is comprised of
its equity interest in its wholly-owned subsidiaries, Validus Reinsurance, Ltd.
("Validus Re") and AlphaCat Managers Ltd., a Bermuda-based investment adviser
for a series of insurance - linked securities funds and vehicles. In the Stock
Purchase Agreement, RenaissanceRe also agreed to acquire the renewal rights,
records and customer relationships of Talbot Underwriting Ltd., an affiliate of
AIG and a specialty (re)insurance group operating within the Lloyd's market. The
acquisitions under the Stock Purchase Agreement, together with the other
transactions contemplated in the Stock Purchase Agreement, are referred to
herein as the "Validus Acquisition" and Validus Holdings, Validus Specialty, and
their respective subsidiaries (including Validus Re) are referred to herein
collectively as "Validus."

In connection with the Validus Acquisition, RenaissanceRe will pay to AIG
aggregate consideration of approximately $2.985 billion, subject to adjustment,
consisting of the following: (i) cash consideration of approximately
$2.735 billion; and (ii) a number of RenaissanceRe common shares with a value of
approximately $250 million (the "Base Common Share Consideration"). We have
agreed to enter into a registration rights agreement with AIG in respect of the
Base Common Share Consideration prior to the completion of the Validus
Acquisition. AIG also has the option to make a substantial investment into our
Capital Partners vehicles.

As set forth in the Stock Purchase Agreement and subject to requisite regulatory
approvals, AIG is also entitled to cause certain Validus entities to be acquired
by RenaissanceRe to pay, prior to the completion of the Validus Acquisition, to
AIG entities not being acquired by RenaissanceRe one or more dividends in an
aggregate amount equal to the estimated excess tangible book value of all
acquired entities above $2.1 billion. The amount of dividend is subject to
change based on changes in tangible book value as of the date of the dividend.
However, if such dividend fails to receive necessary regulatory approvals to be
consummated in full, any remaining amount will be retained by the Validus
entities and, following the closing, will be paid to AIG in one or more
installments upon receipt of requisite regulatory approvals. The Stock Purchase
Agreement also includes a reserve development arrangement on net reserves at
closing such that AIG retains 95% of risk and reward on the development of
in-force reserves.

The Validus Acquisition, which is currently expected to close during the fourth
quarter of 2023, is subject to customary closing conditions, including, among
others, (i) the receipt of certain approvals of regulatory authorities and
government-sponsored entities, (ii) the approval for listing of certain shares
issued to AIG on the New York Stock Exchange, (iii) the disposition of certain
investment assets by certain subsidiaries of AIG and the replacement with
investment assets that comply with identified investment guidelines, (iv) the
contribution by AIG to certain acquired subsidiaries of an aggregate amount in
cash equal to the amount by which the estimated tangible book value of the
acquired entities is less than $2.1 billion, if applicable, (v) the consummation
of certain restructuring transactions involving certain of the Validus entities,
and (vi) the redemption, satisfaction or discharge of certain debt obligations
of Validus.

Each of the parties has made customary representations and warranties in the
Stock Purchase Agreement and each of the parties has agreed to certain covenants
and agreements, including for AIG to conduct Validus's operations in the
ordinary course of business during the period between the execution of the Stock
Purchase Agreement and the closing of the Validus Acquisition.

The Stock Purchase Agreement may only be terminated upon mutual agreement, at
the outside date (including a potential extension for regulatory approvals), in
the event of the issuance of a final governmental order prohibiting the
consummation of the transactions or an incurable or uncured breach of the
representations, warranties or covenants by either party such that would result
in a failure of that party's conditions to closing.

Consummation of the transactions contemplated by the Stock Purchase Agreement is
not subject to any financing condition. There is no termination or reverse
termination fee in connection with the Stock Purchase Agreement.

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

Bridge Commitment Letter

In connection with the Validus Acquisition, on May 22, 2023, RenaissanceRe
entered into a commitment letter (the "Bridge Commitment Letter") with Morgan
Stanley Senior Funding, Inc. (the "Bridge Lender"). The Bridge Commitment Letter
provides for a commitment by the Bridge Lender to provide up to $1.55 billion of
loans under a 364-day senior unsecured bridge term loan facility to fund a
portion of the cash consideration under the Stock Purchase Agreement and to pay
related fees and expenses. Commitments under the Bridge Commitment Letter will
be reduced in the case of certain equity issuances, debt incurrences and asset
sales. The commitments under the Bridge Commitment Letter are subject to
customary conditions, including the execution and delivery of definitive
documentation with respect to the Validus Acquisition in accordance with the
terms set forth in the Bridge Commitment Letter.

Item 3.02 Unregistered Sale of Equity Securities.

The Base Common Share Consideration to be issued pursuant to the Stock Purchase
Agreement as described in Item 1.01 of this Current Report on Form 8-K, which
description is incorporated by reference into this Item 3.02, will consist of
unregistered common shares. Such common shares will be issued in a private
placement exempt from registration under 4(a)(2) of the Securities Act of 1933,
as amended (the "Securities Act"), because the offer and sale of such securities
does not involve a "public offering," as defined in Section 4(a)(2) of the
Securities Act, and other applicable requirements will be met.

Item 7.01 Regulation FD Disclosure.

On May 22, 2023, RenaissanceRe issued a press release announcing the execution
of the Stock Purchase Agreement described in Item 1.01 above. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.

On May 22, 2023, RenaissanceRe will hold a conference call with analysts and
investors regarding the transactions contemplated by the Stock Purchase
Agreement. The materials furnished as Exhibit 99.2 to this Current Report on
Form 8-K are incorporated herein by reference and will be presented during such
conference call.

The information contained in this Item 7.01 and Exhibit 99.1 and Exhibit 99.2 to
this Current Report on Form 8-K shall not be deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any filings made by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing. This Current Report on
Form 8-K is not an offer to sell or the solicitation of an offer to buy any
securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.       Description

99.1          Press Release issued by RenaissanceRe Holdings Ltd. on May 22, 2023

99.2          Investor Presentation Materials, dated May 22, 2023

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

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

Cautionary Statement Regarding Forward Looking Statements

Any forward-looking statements made in this Current Report on Form 8-K reflect
RenaissanceRe's current views with respect to future events and financial
performance and are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. We may also make forward-looking
statements with respect to our business and industry, such as those relating to
our strategy and management objectives, plans and expectations regarding our
response and ability to adapt to changing economic conditions, market standing
and product volumes, competition and new entrants in our industry, industry
capital and insured losses from loss events, among other things. These
statements are subject to numerous factors that could cause actual results to
differ materially from those addressed by such forward-looking statements,
including the following: the risk that the Validus Acquisition may not be
completed within the expected timeframe, or at all; the risk that regulatory
agencies in certain jurisdictions may impose onerous conditions following the
Validus Acquisition; difficulties in integrating the Validus Business; the risk
that the due diligence process that the Company undertook in connection with the
Validus Acquisition may not have revealed all facts that may be relevant in
connection with the Validus Acquisition; the Company's ability to manage the
growth of the Validus Business' operations successfully following the Validus
Acquisition; that the historical financial statements of the Validus Business
are not representative of the future financial position, future results of
operations or future cash flows of the Validus Business following the Validus
Acquisition; risks from our increased debt obligations as a result of the
Validus Acquisition; the Company's dilutive impact on our shareholders from the
issuance of common shares to American International Group, Inc. in connection
with the Validus Acquisition; the Company's exposure to natural and non-natural
catastrophic events and circumstances and the variance it may cause in the
Company's financial results; the effect of climate change on the Company's
business, including the trend towards increasingly frequent and severe climate
events; the effectiveness of the Company's claims and claim expense reserving
process; the effect of emerging claims and coverage issues; the performance of
the Company's investment portfolio and financial market volatility; the effects
of inflation; the ability of the Company's ceding companies and delegated
authority counterparties to accurately assess the risks they underwrite; the
Company's ability to maintain its financial strength ratings; the highly
competitive nature of the Company's industry and its reliance on a small number
of brokers; collection on claimed retrocessional coverage, and new
retrocessional reinsurance being available on acceptable terms or at all; the
historically cyclical nature of the (re)insurance industries; the Company's
ability to attract and retain key executives and employees; the Company's
ability to successfully implement its business strategies and initiatives; the
Company's exposure to credit loss from counterparties; the Company's need to
make many estimates and judgments in the preparation of its financial
statements; the Company's ability to effectively manage capital on behalf of
investors in joint ventures or other entities it manages; changes to the
accounting rules and regulatory systems applicable to the Company's business,
including changes in Bermuda and U.S. laws and regulations; other political,
regulatory or industry initiatives adversely impacting the Company; the
Company's ability to comply with covenants in its debt agreements; the effect of
adverse economic factors, including changes in prevailing interest rates and
recession or the perception that recession may occur; the effect of
cybersecurity risks, including technology breaches or failure; a contention by
the U.S. Internal Revenue Service that any of the Company's Bermuda subsidiaries
are subject to taxation in the U.S.; the effects of possible future tax reform
legislation and regulations in the jurisdictions in which we operate; the
Company's ability to determine any impairments taken on its investments; the
Company's ability to raise capital on acceptable terms, including through debt
instruments, the capital markets, and third party investments in our joint
ventures and managed funds; the Company's ability to comply with applicable
sanctions and foreign corrupt practices laws; the Company's dependence on the
ability of its operating subsidiaries to declare and pay dividends; and other
factors affecting future results disclosed in RenaissanceRe's filings with the
SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q.

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