PartnerRe Ltd. (“the Company” or “we”) (NYSE:PRE) today announced it has
commenced offers to exchange (collectively, the “exchange offers”) any
and all of the Company’s outstanding 6.50% Series D Cumulative
Redeemable Preferred Shares (the “Series D Preferred Shares”) for the
Company’s 6.50% Series G Cumulative Redeemable Preferred Shares (the
“Series G Preferred Shares”), any and all of the Company’s outstanding
7.25% Series E Cumulative Redeemable Preferred Shares (the “Series E
Preferred Shares”) for the Company’s 7.25% Series H Cumulative
Redeemable Preferred Shares (the “Series H Preferred Shares”) and any
and all of the Company’s outstanding 5.875% Series F Non-Cumulative
Redeemable Preferred Shares (the “Series F Preferred Shares”) for the
Company’s 5.875% Series I Non-Cumulative Redeemable Preferred Shares
(the “Series I Preferred Shares”) (we collectively refer to Series D
Preferred Shares, Series E Preferred Shares and Series F Preferred
shares as “existing preferred shares” and to Series G Preferred Shares,
Series H Preferred Shares and Series I Preferred Shares as “new
preferred shares”).
Upon the terms and subject to the conditions set forth in the offering
memorandum relating to the exchange offers, dividends on new preferred
shares will begin to accrue on March 1, 2016, which is the first day of
the current dividend period of the existing preferred shares. If
existing preferred shares are validly tendered (and not validly
withdrawn) and accepted for exchange, holders of such existing preferred
shares will lose the right to receive any accrued dividends for past or
current dividend periods on their existing preferred shares.
The terms of the new preferred shares will be identical in all material
respects to the existing preferred shares, except that new preferred
shares will not be redeemable until the fifth anniversary of the date of
issuance of the new preferred shares. In addition, consistent with the
restrictions set forth in the merger agreement with EXOR (which was
completed on March 18, 2016), the new preferred shares will contain a
restriction on the ability of the Company and its subsidiaries to,
subject to certain exceptions, make certain distributions and pay
dividends on common shares prior to December 31, 2020, unless
distributions declared with respect to any fiscal quarter are less than,
in the aggregate, 67% of the Company’s net income during such fiscal
quarter.
The exchange offers will expire at 5:00 p.m., New York City time, on
April 29, 2016, unless extended or earlier terminated by the Company, in
which case the expiration time will be the latest date and time to which
the exchange offers are extended or terminated. Brokers, dealers,
commercial banks, trust companies or other nominees may have an earlier
deadline for tendering in the exchange offers. Holders may withdraw
existing preferred shares tendered in the exchange offers at any time
prior to the expiration time. If the exchange offers are terminated, no
existing preferred shares will be accepted for purchase, and any
existing preferred shares that have been tendered will be returned to
their holders promptly. If any of the preferred shareholders choose not
to participate in the exchange offer, they will retain their existing
preferred shares until such time as the Company decides to redeem them.
The exchange offers are subject to customary conditions, and are not
conditioned on the tender of a minimum number of existing preferred
shares.
The existing preferred shares are listed for trading on the New York
Stock Exchange (“NYSE”) under the symbols PRE PR D, PRE PR E, and PRE PR
F, respectively. The Company intends to list the new preferred shares
for trading on the NYSE.
Questions regarding the exchange offers, requests for assistance in
tendering your existing preferred shares or requests for additional
copies of the offering memorandum or the letter of transmittal should be
directed to the information agent for the exchange offers, at the
telephone number, e-mail address or the address listed below. Holders of
existing preferred shares may also contact their brokers, dealers,
commercial banks, trust companies or other nominees for assistance
concerning the exchange offers. The depositary and conversion agent for
the exchange offers is Computershare Trust Company, N.A.
Important Information
This description of the exchange offers above is only a summary and is
qualified in its entirety by all of the terms and conditions of the
exchange offers set forth in the offering memorandum, the letter of
transmittal and other materials relating to the exchange offers, all as
filed with the Securities and Exchange Commission (the “SEC”). The
foregoing description of the new preferred shares does not purport to be
complete and is qualified in its entirety by reference to the respective
certificates of designation. The Company is making the exchange offers
only by, and pursuant to the terms of, the offering memorandum and the
letter of transmittal. We urge the holders of the existing preferred
shares to read the offering documents fully because they include
important information regarding the exchange offers, including a
discussion on the U.S. federal income tax consequences of the exchange
offers.
Pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as
amended, the Company is filing an Issuer Tender Offer Statement on
Schedule TO with the SEC, which contains additional important
information with respect to the exchange offers. Such Schedule TO,
including the exhibits and any amendment thereto, may be examined, and
copies may be obtained, at the SEC’s website at www.sec.gov.
The exchange offers are being made pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”) contained in Section 3(a)(9) of the Securities Act.
The Company has not filed, and does not expect to file, a registration
statement under the Securities Act or any other federal or state
securities laws with respect to the new preferred shares.
None of the Company, its board of directors, the conversion agent, the
information agent or any other person is making any recommendation as to
whether or not holders of existing preferred shares should tender their
existing preferred shares in the exchange offers.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION TO
BUY ANY OF THE EXISTING PREFERRED SHARES NOR IS IT A SOLICITATION FOR
ACCEPTANCE OF THE EXCHANGE OFFERS. THE COMPANY IS MAKING THE EXCHANGE
OFFERS ONLY BY, AND PURSUANT TO THE TERMS OF, THE OFFERING MEMORANDUM
AND THE LETTER OF TRANSMITTAL. THE EXCHANGE OFFERS ARE NOT BEING MADE IN
ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE
IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH
JURISDICTION. THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR A
SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES, AND SHALL NOT
CONSTITUTE AN OFFER, SOLICITATION OR SALE, IN ANY JURISDICTION IN WHICH
SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.
Forward-Looking Statements
Forward-looking statements contained in this press release are based on
the Company’s assumptions and expectations concerning future events and
financial performance and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to significant business, economic and competitive
risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements. The
Company’s forward-looking statements could be affected by numerous
foreseeable and unforeseeable events and developments such as exposure
to catastrophe, or other large property and casualty losses, credit,
interest, currency and other risks associated with the Company’s
investment portfolio, adequacy of reserves, levels and pricing of new
and renewal business achieved, changes in accounting policies, risks
associated with implementing business strategies, and other factors
identified in the Company’s filings with the SEC. In light of the
significant uncertainties inherent in the forward-looking information
contained herein, readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the dates on
which they are made. The Company disclaims any obligation to publicly
update or revise any forward-looking information or statements.
About PartnerRe Ltd.
PartnerRe Ltd. is a leading global reinsurer, providing multi-line
reinsurance to insurance companies. The Company, through its wholly
owned subsidiaries, also offers capital markets products that include
weather and credit protection to financial, industrial and service
companies. Risks reinsured include property, casualty, motor,
agriculture, aviation/space, catastrophe, credit/surety, engineering,
energy, marine, specialty property, specialty casualty, multi-line and
other lines in its Non-life operations, mortality, longevity and
accident and health in its Life and Health operations, and alternative
risk products. For the year ended December 31, 2015, total revenues were
$5.4 billion. At December 31, 2015, total assets were $21.4 billion,
total capital was $7.7 billion and total shareholders’ equity
attributable to PartnerRe was $6.9 billion.
PartnerRe on the Internet: www.partnerre.com
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