Attached files
file | filename |
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EX-4.3 - EXHIBIT 4.3 - PARTNERRE LTD | dp16912_ex0403.htm |
EX-4.1 - EXHIBIT 4.1 - PARTNERRE LTD | dp16912_ex0401.htm |
EX-4.4 - EXHIBIT 4.4 - PARTNERRE LTD | dp16912_ex0404.htm |
EX-5.1 - EXHIBIT 5.1 - PARTNERRE LTD | dp16912_ex0501.htm |
EX-1.1 - EXHIBIT 1.1 - PARTNERRE LTD | dp16912_ex0101.htm |
EX-4.2 - EXHIBIT 4.2 - PARTNERRE LTD | dp16912_ex0402.htm |
EX-5.2 - EXHIBIT 5.2 - PARTNERRE LTD | dp16912_ex0502.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): March 15,
2010
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PartnerRe
Ltd.
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(Exact
Name of Registrant
as
Specified in Charter)
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Bermuda
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(State
or Other Jurisdiction of Incorporation)
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001-14536
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Not
Applicable
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Wellesley
House, 90 Pitts Bay Road, Pembroke, Bermuda
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HM
08
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (441)
292-0888
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
March 10, 2010, PartnerRe Finance B LLC (“Finance”), an indirect
wholly-owned subsidiary of PartnerRe Ltd., and PartnerRe Ltd. (the “Company”)
agreed to sell $500,000,000 aggregate principal amount of Finance’s 5.500%
Senior Notes (“Notes”) due 2020. The Notes were offered pursuant to a
Registration Statement (No. 333-138531) on Form S-3 and are guaranteed on a
senior unsecured basis by the Company. In connection with this agreement,
Finance and the Company entered into several contracts as described
below.
Underwriting
Agreement
On
March 10, 2010, Finance and the Company entered into an underwriting agreement
with Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and
Barclays Capital Inc., as representatives of the underwriters named therein,
with respect to the offer and sale of $500,000,000 aggregate principal amount of
Notes. A copy of the Underwriting Agreement is attached as Exhibit 1.1
hereto.
Indenture and First
Supplemental Indenture
On
March 15, 2010, Finance, the Company and The Bank of New York Mellon, as
trustee, entered into an Indenture and a First Supplemental Indenture.
Copies of these agreements are filed as Exhibits 4.1 and 4.2
hereto.
Senior
Debt Securities Guarantee Agreement and First Supplemental Debt Securities
Guarantee Agreement
On
March 15, 2010, the Company and The Bank of New York Mellon, as guarantee
trustee, entered into a Senior Debt Securities Guarantee Agreement and a
First Supplemental Debt Securities Guarantee Agreement. Copies of these
agreements are filed as Exhibits 4.3 and 4.4 hereto.
The
foregoing descriptions of these agreements are qualified by reference to the
agreements themselves, which are attached as exhibits to this
report.
Item
9.01 Financial Statements and Exhibits
The
exhibits to this report are incorporated by reference into Registration
Statement (No. 333-138531) filed by Finance and the Company.
(d)
Exhibits
1.1
Underwriting Agreement dated March 10, 2010 among PartnerRe Finance B LLC,
PartnerRe Ltd., Credit Suisse Securities (USA) LLC, Banc of America
Securities LLC, Barclays Capital Inc. and the other underwriters named
therein.
4.1
Indenture dated March 15, 2010 among PartnerRe Finance B
LLC, PartnerRe Ltd. and The Bank of New York Mellon.
4.2 First
Supplemental Indenture (including the form of the Notes) dated March 15, 2010
among PartnerRe Finance B LLC, PartnerRe Ltd. and The Bank of New York
Mellon.
4.3
Senior Debt Securities Guarantee Agreement dated March 15, 2010 between
PartnerRe Ltd. and The Bank of New York Mellon.
4.4 First
Supplemental Debt Securities Guarantee Agreement dated March 15,
2010 between PartnerRe Ltd. and The Bank of New York.
5.1
Opinion of Davis Polk & Wardwell LLP.
5.2
Opinion of Jean-Paul Dyer, Associate General Counsel to PartnerRe
Ltd.
23.1
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
23.2
Consent of Jean-Paul Dyer, Associate General Counsel to PartnerRe Ltd. (included
in Exhibit 5.2).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
PartnerRe
Ltd.
(Registrant)
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Date:
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March
15, 2010
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By:
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/s/
Amanda
Sodergren
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Name:
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Amanda
Sodergren
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Title:
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Chief
Legal Counsel
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INDEX
TO EXHIBITS
Exhibit
No.
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Description
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1.1
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Underwriting
Agreement dated March 10, 2010 among PartnerRe Finance B LLC,
PartnerRe Ltd., Credit Suisse Securities (USA) LLC, Banc of America
Securities Inc., Barclays Capital and the other underwriters named
therein.
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4.1
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Indenture
dated March 15, 2010 among PartnerRe Finance B LLC, PartnerRe
Ltd. and The Bank of New York Mellon.
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4.2
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First
Supplemental Indenture (including the form of the Notes) dated March 15,
2010 among PartnerRe Finance B LLC, PartnerRe Ltd. and The Bank of New
York Mellon.
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4.3
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Senior
Debt Securities Guarantee Agreement dated March 15, 2010 between
PartnerRe Ltd. and The Bank of New York Mellon.
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4.4
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First
Supplemental Debt Securities Guarantee Agreement dated March 15,
2010 between PartnerRe Ltd. and The Bank of New York
Mellon.
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5.1
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Opinion
of Davis Polk & Wardwell LLP.
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5.2
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Opinion
of Jean-Paul Dyer, Associate General Counsel to PartnerRe
Ltd.
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23.1
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Consent
of Davis Polk & Wardwell LLP (included in Exhibit
5.1).
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23.2
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Consent
of Jean-Paul Dyer, Associate General Counsel to PartnerRe Ltd. (included
in Exhibit 5.2).
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