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): July 15, 2015

 


 

Blue Capital Reinsurance Holdings Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

001-36169

 

98-1120002

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

94 Pitts Bay Road

Pembroke HM 08

Bermuda

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (441) 278-5004

 

 

(Former name or former address, if changed since last report)

 


 

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:

 

x          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

ITEM 4.01                                  CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

 

On July 15, 2015, the Board of Directors of Blue Capital Reinsurance Holdings Ltd. (the “Registrant”), upon recommendation of its Audit Committee, approved the engagement of Ernst & Young Ltd. (“E&Y”) as the Registrant’s independent registered public accounting firm following the resignation of PricewaterhouseCoopers Ltd. (“PwC”) on June 30, 2015 due to an impending independence conflict.

 

During the fiscal years ended December 31, 2014, and 2013, and the subsequent interim periods through July 15, 2015, neither the Registrant nor anyone on its behalf has consulted with E&Y regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither a written report nor oral advice was provided to the Registrant that E&Y concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

 

ITEM 8.01                                  OTHER EVENTS.

 

On July 15, 2015, the Board of Directors of the Registrant approved the engagement of E&Y the Registrant’s independent registered public accounting firm following the resignation of PwC.

 

SIGNATURE

 

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.

 

 

 

Blue Capital Reinsurance Holdings Ltd. (Registrant)

 

 

 

 

 

 

 

July 15, 2015

 

By:

/s/ Michael S. Paquette

Date

 

Name:

Michael S. Paquette

 

 

Title:

Chief Financial Officer

 

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