0001341004-12-001441.txt : 20121212 0001341004-12-001441.hdr.sgml : 20121212 20121212083058 ACCESSION NUMBER: 0001341004-12-001441 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20121212 DATE AS OF CHANGE: 20121212 GROUP MEMBERS: STONE POINT CAPITAL LLC GROUP MEMBERS: STONE POINT GP LTD. GROUP MEMBERS: TRIDENT CAPITAL III L.P. GROUP MEMBERS: TRIDENT III PROFESSIONALS FUND L P SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARTNERRE LTD CENTRAL INDEX KEY: 0000911421 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44059 FILM NUMBER: 121257810 BUSINESS ADDRESS: STREET 1: WELLESLEY HOUSE SOUTH STREET 2: 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 BUSINESS PHONE: 14412920888 MAIL ADDRESS: STREET 1: WELLESLEY HOUSE SOUTH STREET 2: 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 FORMER COMPANY: FORMER CONFORMED NAME: PARTNER RE HOLDINGS LTD DATE OF NAME CHANGE: 19950725 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trident III, L.P. CENTRAL INDEX KEY: 0001474237 IRS NUMBER: 200400708 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CITCO TRUSTEES (CAYMAN) LIMITED STREET 2: 89 NEXUS WAY CITY: CAMANA BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-1205 BUSINESS PHONE: 203-862-2900 MAIL ADDRESS: STREET 1: C/O CITCO TRUSTEES (CAYMAN) LIMITED STREET 2: 89 NEXUS WAY CITY: CAMANA BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-1205 SC 13D/A 1 formscd_a.htm SCHEDULE 13 D/A FOR TRIDENT III, L.P. formscd_a.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No.  1)*

PARTNERRE LTD.
(Name of Issuer)

Common Stock, $1.00 par value
(Title of Class of Securities)

G6852T105
(CUSIP Number)

David Wermuth, Esq.
Stone Point Capital LLC
20 Horseneck Lane
Greenwich, CT 06830
(203) 862-2900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 4, 2012
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 

CUSIP No.   G6852T105
 
 
1.
Name of Reporting Person
Trident III, L.P.
 
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
 ☐
   
(b)
 ☒
 
 
3.
SEC Use Only
 
 
4.
Source of Funds
OO
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
 
 
6.
Citizenship or Place of Organization
Cayman Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
   7.
Sole Voting Power
3,404,412
 
   8.
Shared Voting Power
640,804
 
   9.
Sole Dispositive Power
3,404,412
 
   10.
Shared Dispositive Power
640,804
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
4,045,216
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.7%*
 
 
14.
Type of Reporting Person
PN

*
  
The calculation of the foregoing percentage is based on 60,499,448 shares of Common Stock of the Issuer outstanding. Please see Item 5.
 
 
2
 
 
CUSIP No.   G6852T105
 
 
1.
Name of Reporting Person
Trident III Professionals Fund, L.P.
 
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
 ☐
   
(b)
 ☒
 
 
3.
SEC Use Only
 
 
4.
Source of Funds
OO
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
 
 
6.
Citizenship or Place of Organization
Cayman Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
82,679
 
8.
Shared Voting Power
640,804
 
9.
Sole Dispositive Power
82,679
 
10.
Shared Dispositive Power
640,804
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
723,483
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
 
 
13.
Percent of Class Represented by Amount in Row (11)
1.2%*
 
 
14.
Type of Reporting Person
PN

*
  
The calculation of the foregoing percentage is based on 60,499,448 shares of Common Stock of the Issuer outstanding. Please see Item 5.
 
 
3
 
 
CUSIP No.   G6852T105
 
 
1.
Name of Reporting Person
Trident Capital III, L.P.
 
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
 ☐
   
(b)
 ☒
 
 
3.
SEC Use Only
 
 
4.
Source of Funds
OO
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
 
 
6.
Citizenship or Place of Organization
Cayman Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
3,404,412
 
8.
Shared Voting Power
640,804
 
9.
Sole Dispositive Power
3,404,412
 
10.
Shared Dispositive Power
640,814
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
4,045,216
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.7%*
 
 
14.
Type of Reporting Person
PN

*
  
The calculation of the foregoing percentage is based on 60,499,448 shares of Common Stock of the Issuer outstanding. Please see Item 5.
 
 
4
 
 
CUSIP No.   G6852T105
 
 
1.
Name of Reporting Person
Stone Point GP Ltd.
 
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
 ☐
   
(b)
 ☒
 
 
3.
SEC Use Only
 
 
4.
Source of Funds
OO
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
 
 
6.
Citizenship or Place of Organization
Cayman Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
82,679
 
8.
Shared Voting Power
640,804
 
9.
Sole Dispositive Power
82,679
 
10.
Shared Dispositive Power
640,804
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
723,483
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
 
 
13.
Percent of Class Represented by Amount in Row (11)
1.2%*
 
 
14.
Type of Reporting Person
PN

*
  
The calculation of the foregoing percentage is based on 60,499,448 shares of Common Stock of the Issuer outstanding. Please see Item 5.
 
 
5
 
 
CUSIP No.   G6852T105
 
 
1.
Name of Reporting Person
Stone Point Capital LLC
 
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
 ☐
   
(b)
 ☒
 
 
3.
SEC Use Only
 
 
4.
Source of Funds
OO
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
 
 
6.
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
3,487,091
 
8.
Shared Voting Power
640,804
 
9.
Sole Dispositive Power
0
 
10.
Shared Dispositive Power
0
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
4,127,895
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.8%*
 
 
14.
Type of Reporting Person
PN

*
  
The calculation of the foregoing percentage is based on 60,499,448 shares of Common Stock of the Issuer outstanding. Please see Item 5.
 
 
6
 

The Schedule 13D filed on October 13, 2009 (the “Initial Schedule 13D”) jointly on behalf of Stone Point Capital LLC (“Stone Point”), Trident Capital III, L.P. (“Trident GP”), Stone Point GP Ltd. (“Trident PF GP”), Trident III, L.P. (“Trident III”), Trident III Professionals Fund, L.P. (“Trident III PF” and, together with Trident III, the “Stone Point Partnerships” and, together with Stone Point, Trident GP and Trident PF GP, the “Reporting Persons”), relating to the common shares, par value $1.00 per share (the “Common Stock”), of PartnerRe Ltd., a Bermuda exempted company (the “Issuer”), is hereby amended and supplemented as set forth below (the Initial Schedule 13D, as amended hereby, the “Schedule 13D”).  Where disclosure made in one Item in the Initial Schedule 13D was incorporated by reference into another Item, amendments made herein to any such first Item are incorporated into each such second Item of the Schedule 13D.  Capitalized terms used herein but not defined herein have the respective meanings defined in the Initial Schedule 13D.
 
Item 2.                       Identity and Background
 
The second paragraph of Item 2 is hereby deleted and replaced with the following paragraph:
 
The sole general partner of Trident III is Trident GP.  As the general partner of Trident III, Trident GP may be deemed to have voting and investment power with respect to securities of the Issuer that are held by Trident III.  The general partners of Trident GP are four single member limited liability companies that are owned by individuals who are also members of Stone Point (James D. Carey, Charles A. Davis, Meryl D. Hartzband and David Wermuth).  The Investment Committee of Trident GP consists of James D. Carey, Charles A. Davis, Stephen Friedman, Meryl D. Hartzband, David Wermuth and Nicolas Zerbib.
 
The fifth paragraph of Item 2 is hereby deleted and replaced with the following paragraph:
 
Stone Point is a Delaware limited liability company and its principal business is serving as the manager of private equity funds, including Trident III and Trident III PF.  Trident GP is a Cayman Islands limited partnership whose principal business is serving as the sole general partner of Trident III.  Trident PF GP is a Cayman Islands limited company whose principal business is serving as the sole general partner of Trident III PF.  Each of the Stone Point Partnerships is a Cayman Islands limited partnership whose principal business is investing in securities and assets of companies operating in the financial services industry.  The registered office of each of the Stone Point Partnerships is c/o Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, P.O. Box 31106, SMB Grand Cayman, Cayman Islands.  The business office of Stone Point is 20 Horseneck Lane, Greenwich, CT 06830.
 
Item 2 is amended and supplemented by substituting Schedule I attached hereto for the version attached to the Initial Schedule 13D.
 
Item 3.                       Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended and supplemented by the addition of the following paragraph:
 
Pursuant to a Share Repurchase Agreement, dated as of December 4, 2012, by and among the Issuer and Trident III and a Share Repurchase Agreement, dated as of December 4, 2012, by and among the Issuer and Trident III PF (together with Trident III, the “Sellers”), the Sellers agreed to sell, and the Issuer agreed to purchase, a total of 633,572 shares of Common Stock owned by the Sellers for a total purchase price of $51,325,667.72 at $81.01 per share of Common Stock (which represents a discount from the closing price of the shares of Common Stock on the New York Stock Exchange on December 4, 2012). Contemporaneously, the Sellers understand that Procific sold 116,428 shares of Common Stock to the Issuer on substantially similar terms (this sale, together with the sale by Sellers, the “Repurchase”).  The information set forth in response to this Item 3 is qualified in its entirety by reference to the Share Repurchase Agreements (which are attached hereto as Exhibit J and Exhibit K and are incorporated herein by reference thereto).
 
Item 5.                       Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated in its entirety as follows.
 
 
7
 

The information set forth or incorporated by reference in Items 2, 3, 4 and 6 is hereby incorporated herein by reference thereto.
 
(a), (b) The following disclosure assumes that there are 60,499,448 shares of Common Stock outstanding.  The Issuer indicated that as of October 31, 2012, 61,249,448 shares of Common Stock were outstanding, which number of shares has been reduced, for the purposes of this disclosure, to reflect the Repurchase.
 
Pursuant to the Procific Letter Agreement, the Stone Point Partnerships and their affiliates may be deemed to have voting and dispositive power with respect to the 640,804 shares of Common Stock held by Procific.
 
Pursuant to Rule 13d-3 of the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”):  (i) Trident III may be deemed to beneficially own an aggregate of 4,045,216 shares of Common Stock (consisting of the 3,404,412 shares of Common Stock that it holds and the 640,804 shares of Common Stock held by Procific), representing approximately 6.7% of the Common Stock outstanding; (ii) Trident III PF may be deemed to beneficially own an aggregate of 723,483 shares of Common Stock (consisting of the 82,679 shares of Common Stock that it holds and the 640,804 shares of Common Stock held by Procific), representing approximately 1.2% of the Common Stock outstanding; (iii) in its capacity as sole general partner of Trident III, Trident GP may be deemed to beneficially own an aggregate of 4,045,216 shares of Common Stock (consisting of 3,404,412 shares of Common Stock held by Trident III and the 640,804 shares of Common Stock held by Procific), representing approximately 6.7% of the Common Stock outstanding; (iv) in its capacity as sole general partner of Trident III PF, Trident PF GP may be deemed to beneficially own an aggregate of 723,483 shares of Common Stock (consisting of 82,679 shares of Common Stock held by Trident III PF and the 640,804 shares of Common Stock held by Procific), representing approximately 1.2% of the Common Stock outstanding; and (v) in its capacity as the manager of Trident III and Trident III PF, Stone Point may be deemed to beneficially own an aggregate of 4,127,895 shares of Common Stock (consisting of 3,404,412 shares of Common Stock held by Trident III, 82,679 shares of Common Stock held by Trident III PF and the 640,804 shares of Common Stock held by Procific), representing approximately 6.8% of the Common Stock outstanding.
 
In its role as manager of Trident III and Trident III PF, Stone Point has authority delegated to it by Trident GP and Trident PF GP to exercise voting rights with respect to the aggregate of 4,127,895 shares of Common Stock that are held by Trident III, Trident III PF and Procific, but does not have any power with respect to disposition of such shares of Common Stock.
 
The investment decisions of Trident GP are made by the Investment Committee of Trident GP or by a majority of the general partners of Trident GP named in Item 2 of this Schedule 13D.  Each of the members of the Investment Committee and the general partners of Trident GP disclaims beneficial ownership of the shares of Common Stock that Trident GP may be deemed to beneficially own.
 
The investment decisions of Trident PF GP are made by the directors of Trident PF GP named in Item 2 of this Schedule 13D.  Each of the directors of Trident PF GP disclaims beneficial ownership of the shares of Common Stock that Trident PF GP may be deemed to beneficially own.
 
The investment decisions of Stone Point are made by the members of Stone Point named in Item 2 of this Schedule 13D.  Each of the members of Stone Point disclaims beneficial ownership of the shares of Common Stock that Stone Point may be deemed to beneficially own.
 
(c) Each of the Reporting Persons reports that neither it, nor to its knowledge, any person named in Item 2 of this Schedule 13D, has effected any transactions in Common Stock during the past 60 days, except as disclosed herein.
 
(d) Except as otherwise described in Item 2 and this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Persons as described in Item 5.
 
 
8
 

(e) Not applicable.
 
 
9
 

Item 7.                       Material to Be Filed as Exhibits
 
Exhibit
  
Description
     
A.
  
Joint Filing Agreement dated as of October 13, 2009 by and among the Reporting Persons (incorporated by Reference as Exhibit A to the Schedule 13D filed by the Reporting Persons on October 13, 2009).
     
B.
  
Securities Purchase Agreement dated as of July 4, 2009 among the Issuer, PARIS RE Holdings Limited and the sellers named therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on July 9, 2009).
     
C.
  
Amendment No. 1 to the Securities Purchase Agreement dated as of July 17, 2009 among the Issuer, PartnerRe Holdings II Switzerland GmbH, PARIS RE and the sellers named therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on July 22, 2009).
     
D.
  
Amendment No. 2 to the Securities Purchase Agreement dated as of September 28, 2009 among the Issuer, PartnerRe Holdings II Switzerland GmbH, PARIS RE and the sellers named therein (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Issuer on September 29, 2009).
     
E.
  
Investor Agreement dated as of October 2, 2009 among the Issuer and each of the Stone Point Partnerships (incorporated by Reference as Exhibit E to the Schedule 13D filed by the Reporting Persons on October 13, 2009).
     
F.
  
Registration Rights Agreement dated as of October 2, 2009 among the Issuer and each of the Stone Point Partnerships, (incorporated by Reference as Exhibit F to the Schedule 13D filed by the Reporting Persons on October 13, 2009).
     
G.
  
Form of Promissory Note among each of the Stone Point Partnerships and the Issuer (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Issuer on September 29, 2009).
     
H.
  
Letter Agreement dated as of July 25, 2009 among the Issuer, Procific and each of the Stone Point Partnerships, (incorporated by Reference as Exhibit H to the Schedule 13D filed by the Reporting Persons on October 13, 2009).
     
I.
  
Letter Agreement dated as of September 28, 2009 among the Issuer and each of the Stone Point Partnerships, (incorporated by Reference as Exhibit I to the Schedule 13D filed by the Reporting Persons on October 13, 2009).
     
J.
  
Share Repurchase Agreement, dated as of December 4, 2012, by and among the Issuer and Trident III.
     
K.
  
Share Repurchase Agreement, dated as of December 4, 2012, by and among the Issuer and Trident III PF.


 
10
 

SIGNATURES
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:  December 12, 2012
 
Trident III, L.P.
 
By:
  
Stone Point Capital LLC, as manager
     
   
By:
  
/s/ David Wermuth
  
       
Name: David Wermuth
  
       
Title: Principal
  
 
Trident III Professionals Fund, L.P.
 
By:
  
Stone Point Capital LLC, as manager
     
   
By:
  
/s/ David Wermuth
  
       
Name: David Wermuth
  
       
Title: Principal
  
 
Trident Capital III, L.P.
 
By:
DW Trident GP, LLC, a general partner
   
By:
/s/ David Wermuth
  
 
Name: David Wermuth
  
 
Title: Sole Member
  
 
Stone Point GP Ltd.
 
By:
/s/ David Wermuth
  
 
Name: David Wermuth
  
 
Title: Director
  
 
Stone Point Capital LLC
 
By:
/s/ David Wermuth
  
 
Name: David Wermuth
  
 
Title: Principal
  


 
11
 

SCHEDULE I
 
Members of Stone Point Capital LLC
 
Set forth below is the name and principal occupation of each of the members of Stone Point Capital LLC (“Stone Point”), each general partner of Trident Capital III, L.P. (“Trident GP”), each member of the Investment Committee of Trident GP and each director of Stone Point GP Ltd. (“Trident PF GP”).  Each of the following individuals is a United States citizen.  The business address of each officer is c/o Stone Point Capital LLC, 20 Horseneck Lane, Greenwich, CT 06830.
 
Name and Office
  
Principal Occupation
     
Charles A. Davis
Chief Executive Officer, Stone Point
General Partner (through single-member limited liability company) and member of Investment Committee, Trident GP
Director, Trident PF GP
  
Private Equity Investor, Stone Point
     
     
Stephen Friedman
Chairman, Stone Point
 
Member of Investment Committee, Trident GP
  
Private Equity Investor, Stone Point
     
     
Meryl D. Hartzband
 
Chief Investment Officer, Stone Point
 
General Partner (through single-member limited liability company) and member of Investment Committee, Trident GP
 
Director, Trident PF GP
  
Private Equity Investor, Stone Point
     
     
James D. Carey
 
Senior Principal, Stone Point
 
General Partner (through single-member limited liability company) and member of Investment Committee, Trident GP
 
Director, Trident PF GP
  
Private Equity Investor, Stone Point
     
     
David J. Wermuth
 
Senior Principal and General Counsel, Stone Point
 
General Partner (through single-member limited liability company) and member of Investment Committee, Trident GP
 
Director, Trident PF GP
  
Private Equity Investor, Stone Point
     
 
 
12
 

Name and Office   Principal Occupation
     
Nicholas D. Zerbib
 
Senior Principal, Stone Point
 
Member of Investment Committee, Trident GP
  
Private Equity Investor, Stone Point
 
 EX-99.J 2 ex99_j.htm EXHIBIT 99.J - SHARE PURCHASE AGREEMENT, DATED AS OF DECEMBER 4, 2012 Unassociated Document

 
Exhibit J
 
EXECUTION COPY
 
SHARE REPURCHASE AGREEMENT
 
This Share Repurchase Agreement, dated as of December 4, 2012 (this “Agreement”), is made and entered into by and among PartnerRe Ltd., a company incorporated under the laws of Bermuda (the “Company”) and Trident III, L.P., a Cayman Islands limited partnership (the “Seller”).
 
W I T N E S S E T H:
 
WHEREAS, the Seller beneficially owns outstanding common shares, par value $1.00 per share, of the Company (the “Shares”); and
 
WHEREAS, upon the terms and subject to the conditions set forth herein, the Company desires to purchase from the Seller, and the Seller desires to sell to the Company, the Shares.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 
1.           Purchase and Sale of the Shares; Special Representation.  The Seller shall sell, transfer, assign, convey and deliver or cause to be sold, transferred, assigned, conveyed and delivered to the Company, and the Company shall purchase from the Seller, free and clear of any liens (other than any restrictions on transfer imposed by applicable foreign, federal and state securities and insurance laws), 618,550 Shares owned by the Seller to be sold to the Company for a purchase price per share equal to $81.01 (which represents a discount from the closing price of the Shares on the New York Stock Exchange on December 4, 2012), for an aggregate purchase price of US$50,108,735.50, payable as set forth below in Section 3.
 
2.           No Reliance.
 
(a)           The Seller hereby acknowledges that it is aware that the Company is currently assimilating potential losses relating to Superstorm Sandy. Consistent with the Company’s normal practice, if the Company has incurred material losses and when the Company is in a position to do so, the Company will issue a Press Release. The Company did not discuss anything relating to either the timing of a Press Release or give any indication as to what the Company’s expectations are relating to potential losses. As is the case with any large loss event, the release of information may have an impact on the share price and the Seller has confirmed that the Seller is proceeding with the transaction in full knowledge of these facts.
 
(b)           The Seller hereby acknowledges that it is selling Shares to the Company as contemplated in this Agreement without any reliance on the Company or its representatives, that such sale has not been solicited by the Company, and that such sale
 

 
 
 

has been initiated by the Seller based on its current investment strategies.  The Seller further acknowledges and agrees that, except for payment of the purchase price for the Shares, the Company will not have any liability arising from the sale of the Shares contemplated hereby, including any liability under the securities or other laws, rules and regulations.
 
(c)           The Seller also specifically acknowledges that the Company would not enter into this Agreement in the absence of the Seller’s representations and acknowledgments set out in this Agreement, and that this Agreement, including such representations and acknowledgments, is a fundamental inducement to the Company in the sale of Shares contemplated hereby, and that the Company would not enter into this transaction but for this inducement.
 
3.           Closing.  The closing (the “Closing”) of the purchase and sale of the Shares contemplated hereby will take place on the date three business days after the date hereof or on such other date as may be agreed upon by the parties hereto (the date on which the Closing occurs, the “Closing Date”) unless another date is agreed to in writing by the Parties hereto.  At the Closing, (a) the Company shall deliver to the Seller by wire transfer in immediately available funds the amount noted above in Section 1 to be paid by the Company and (b) the Seller shall deliver or cause to be delivered to the Company certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, with appropriate transfer stamps, if any, affixed.
 
4.           Agreement.  The Seller and the Company agree that each party hereto shall be responsible for all fees and expenses incident to its performance of, or compliance with, its obligations under this Agreement (including, in the case of the Seller, all applicable transfer taxes, if any, involved in the transfer to the Company of its Shares to be purchased by the Company).
 
5.           Notices.  Any notice, request, instruction or other document to be given hereunder by any person under this Agreement shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by nationally recognized overnight courier, or by facsimile:
 

 
(a)
  
if to the Seller:
       
     
c/o Stone Point Capital LLC, manager
     
20 Horseneck Lane
     
Greenwich, CT  06830
     
Attention:  David J. Wermuth, Esq.
     
Principal and General Counsel
     
Telephone:  (203) 862-2924
     
Fax: (203) 862-2925

 
2
 


       
       
 
(b)
  
if to the Company:
     
PartnerRe Ltd.
     
Wellesley House
     
90 Pitts Bay Road
     
Pembroke HM08
     
Bermuda
     
Attention: Marc Wetherhill, Chief Legal Counsel
     
Telephone: (441) 202-0888
     
Fax: (441) 292 7010

6.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
 
7.           Governing Law; Jurisdiction.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law thereof.
 
[signatures follow]



 
3
 


IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.

 
 
 
 
PARTNERRE LTD.
   
    /s/ Marc Wetherhill
   
Name:  Marc Wetherhill
   
Title:    Chief Legal Counsel


 
 
 


 
TRIDENT III, L.P.
 
By:   Trident Capital III, L.P.
 
Its sole general partner
   
 
By:   DW Trident GP, LLC, a general partner
   
 
By
  
/s/ David Wermuth
 
Name:   David Wermuth
 
Title:      Sole Member



EX-99.K 3 ex99_k.htm EXHIBIT 99.K - SHARE PURCHASE AGREEMENT, DATED AS OF DECEMBER 4, 2012 Unassociated Document
 

Exhibit K
 
EXECUTION COPY
 
SHARE REPURCHASE AGREEMENT
 
This Share Repurchase Agreement, dated as of December 4, 2012 (this “Agreement”), is made and entered into by and among PartnerRe Ltd., a company incorporated under the laws of Bermuda (the “Company”) and Trident III Professionals Fund, L.P., a Cayman Islands limited partnership (the “Seller”).
 
W I T N E S S E T H:
 
WHEREAS, the Seller beneficially owns outstanding common shares, par value $1.00 per share, of the Company (the “Shares”); and
 
WHEREAS, upon the terms and subject to the conditions set forth herein, the Company desires to purchase from the Seller, and the Seller desires to sell to the Company, the Shares.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
 
1.           Purchase and Sale of the Shares; Special Representation.  The Seller shall sell, transfer, assign, convey and deliver or cause to be sold, transferred, assigned, conveyed and delivered to the Company, and the Company shall purchase from the Seller, free and clear of any liens (other than any restrictions on transfer imposed by applicable foreign, federal and state securities and insurance laws), 15,022 Shares owned by the Seller to be sold to the Company for a purchase price per share equal to $81.01 (which represents a discount from the closing price of the Shares on the New York Stock Exchange on December 4, 2012), for an aggregate purchase price of US$1,216,932.22, payable as set forth below in Section 3.
 
2.           No Reliance.
 
(a)           The Seller hereby acknowledges that it is aware that the Company is currently assimilating potential losses relating to Superstorm Sandy. Consistent with the Company’s normal practice, if the Company has incurred material losses and when the Company is in a position to do so, the Company will issue a Press Release. The Company did not discuss anything relating to either the timing of a Press Release or give any indication as to what the Company’s expectations are relating to potential losses. As is the case with any large loss event, the release of information may have an impact on the share price and the Seller has confirmed that the Seller is proceeding with the transaction in full knowledge of these facts.
 
(b)           The Seller hereby acknowledges that it is selling Shares to the Company as contemplated in this Agreement without any reliance on the Company or its representatives, that such sale has not been solicited by the Company, and that such sale
 

 
 
 

has been initiated by the Seller based on its current investment strategies.  The Seller further acknowledges and agrees that, except for payment of the purchase price for the Shares, the Company will not have any liability arising from the sale of the Shares contemplated hereby, including any liability under the securities or other laws, rules and regulations.
 
(c)           The Seller also specifically acknowledges that the Company would not enter into this Agreement in the absence of the Seller’s representations and acknowledgments set out in this Agreement, and that this Agreement, including such representations and acknowledgments, is a fundamental inducement to the Company in the sale of Shares contemplated hereby, and that the Company would not enter into this transaction but for this inducement.
 
3.           Closing.  The closing (the “Closing”) of the purchase and sale of the Shares contemplated hereby will take place on the date three business days after the date hereof or on such other date as may be agreed upon by the parties hereto (the date on which the Closing occurs, the “Closing Date”) unless another date is agreed to in writing by the Parties hereto.  At the Closing, (a) the Company shall deliver to the Seller by wire transfer in immediately available funds the amount noted above in Section 1 to be paid by the Company and (b) the Seller shall deliver or cause to be delivered to the Company certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, with appropriate transfer stamps, if any, affixed.
 
4.           Agreement.  The Seller and the Company agree that each party hereto shall be responsible for all fees and expenses incident to its performance of, or compliance with, its obligations under this Agreement (including, in the case of the Seller, all applicable transfer taxes, if any, involved in the transfer to the Company of its Shares to be purchased by the Company).
 
5.           Notices.  Any notice, request, instruction or other document to be given hereunder by any person under this Agreement shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by nationally recognized overnight courier, or by facsimile:
 

 
(a)
  
if to the Seller:
       
     
c/o Stone Point Capital LLC, manager
     
20 Horseneck Lane
     
Greenwich, CT  06830
     
Attention:   David J. Wermuth, Esq.
     
Principal and General Counsel
     
Telephone:  (203) 862-2924
     
Fax: (203) 862-2925

 
2
 


       
 
(b)
  
if to the Company:
     
PartnerRe Ltd.
     
Wellesley House
     
90 Pitts Bay Road
     
Pembroke HM08
     
Bermuda
     
Attention: Marc Wetherhill, Chief Legal Counsel
     
Telephone: (441) 202-0888
     
Fax: (441) 292 7010
 
6.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
 
7.           Governing Law; Jurisdiction.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law thereof.
 
[signatures follow]


 
3
 


IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.

 
PARTNERRE LTD.
   
      /s/ Marc Wetherhill
     
Name:  Marc Wetherhill
     
Title:    Chief Legal Counsel


 
 
 



 
TRIDENT III PROFESSIONALS FUND, L.P.
 
By:   Stone Point Capital LLC, as manager
       
       
 
By
  
/s/ David Wermuth
 
Name:  David Wermuth
 
Title:     Senior Principal