0001104659-15-051280.txt : 20150715 0001104659-15-051280.hdr.sgml : 20150715 20150715170058 ACCESSION NUMBER: 0001104659-15-051280 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150715 DATE AS OF CHANGE: 20150715 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDURANCE SPECIALTY HOLDINGS LTD CENTRAL INDEX KEY: 0001179755 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980392908 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31599 FILM NUMBER: 15989775 BUSINESS ADDRESS: STREET 1: WELLESLEY HOUSE, 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: 00000 BUSINESS PHONE: 441-278-0400 MAIL ADDRESS: STREET 1: WELLESLEY HOUSE, 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HMO8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Capital Reinsurance Holdings Ltd. CENTRAL INDEX KEY: 0001582086 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 981120002 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 94 PITTS BAY RD. CITY: PEMBROKE STATE: D0 ZIP: HM08 BUSINESS PHONE: 4412997595 MAIL ADDRESS: STREET 1: 94 PITTS BAY RD. CITY: PEMBROKE STATE: D0 ZIP: HM08 425 1 a15-15729_18k.htm 8-K

 

 

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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