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): September 4, 2009

VALIDUS HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

Bermuda	001-33606	98-0501001
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

19 Par-La-Ville Road, Hamilton, HM 11 Bermuda
(Address of principal executive offices)

Registrant’s telephone number, including area code: (441) 278-9000

Not Applicable
(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:

o 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))

TABLE OF CONTENTS

EX-99.1

EX-99.2

Item 2.01. Completion of Acquisition or Disposition of Assets.

On September 4, 2009, Validus Holdings, Ltd. (“Validus”) completed its acquisition of IPC Holdings, Ltd. (“IPC”) as contemplated by the agreement and plan of amalgamation dated as of July 9, 2009 among IPC, Validus and Validus Ltd. (the “Amalgamation Agreement”), following the approval of the issuance of Validus common shares pursuant to the Amalgamation Agreement by the shareholders of Validus and the adoption of the Amalgamation Agreement and approval of the amalgamation by the shareholders of IPC.

Pursuant to the terms of the Amalgamation Agreement, IPC amalgamated into Validus Ltd., a wholly owned subsidiary of Validus. Each common share of IPC issued and outstanding immediately prior to the amalgamation was converted into the right to receive $7.50 in cash, without interest, and 0.9727 Validus common shares.

Validus expects to issue a total of approximately 54,571,939 common shares, plus cash in lieu of fractional shares, and to pay approximately $420.8 million to IPC shareholders pursuant to the terms of the Amalgamation Agreement, based on the number of IPC common shares deemed to have been outstanding on September 4, 2009, as calculated under the Amalgamation Agreement.

The foregoing description of the Amalgamation Agreement is qualified in its entirety by reference to the full text of the Amalgamation Agreement, a copy of which is attached as Exhibit 2.1 to Validus’ current report on Form 8-K filed on July 9, 2009 and incorporated by reference herein.

A copy of the press release dated September 4, 2009 announcing the completion of the acquisition is attached hereto as Exhibit 99.1 and incorporated by reference herein.

For important information regarding the amalgamation, including the risks of the amalgamation and the businesses of Validus and IPC, investors are urged to read the Validus’ Registration Statement on Form S-4/A, dated August 5, 2009, filed with the Securities and Exchange Commission.

Item 7.01. Regulation FD Disclosure.

Beginning on September 4, 2009, Validus will present the information attached to this report as Exhibit 99.2 to various investors. The presentation attached to this Current Report on Form 8-K as Exhibit 99.2 is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K and the information set forth in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. The financial statements called for by Item 9.01(a) were included in the Registration Statement on Form S-4 (File No. 333-159148) and the Quarterly Report on Form 10-Q of IPC filed on August 7, 2009 (File No. 000-27662) and are incorporated herein by reference.

(b) Pro forma financial information. The pro forma financial information called for by Item 9.01(b) was included in the Registration Statement on Form S-4 (No. 333-159148) and the Form 8-K of Validus filed on August 13, 2009 (File No. 001-33606) and is incorporated herein by reference.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press Release, dated September 4, 2009, entitled “Validus Completes Acquisition of IPC Holdings.”
99.2	Investor Presentation.

-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.

Date: September 4, 2009

VALIDUS HOLDINGS, LTD.

  (Registrant)

By:      /s/ Joseph E. (Jeff) Consolino                   Name: Joseph E. (Jeff) Consolino

Title: Executive Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

	Validus Holdings, Ltd.
	Bermuda Commercial Bank Building
	19 Par-la-Ville Road
	Hamilton, HM 11 Bermuda
	Mailing Address:
	Suite 1790
	48 Par-la-Ville Road
	Hamilton, HM 11
	Bermuda
	Telephone: (441) 278-9000
	Facsimile: (441) 278-9090
	Website: www.validusre.bm

VALIDUS COMPLETES ACQUISITION OF IPC HOLDINGS

Creates Leading Bermuda Carrier in Short-tail Reinsurance and Insurance
Markets

Hamilton, Bermuda – September 4, 2009 – Validus Holdings, Ltd. (“Validus”) (NYSE: VR) today announced that it has completed its acquisition of IPC Holdings, Ltd. (“IPC”) (Nasdaq: IPCR; BSX: IPCR BH), creating a leading carrier in the Bermuda short-tail reinsurance and insurance markets.

Earlier today, at a Special General Meeting of Shareholders, Validus shareholders approved the issuance of Validus common shares in connection with the acquisition of IPC with the support of approximately 87% of the shares voted at the meeting. At a separate meeting held earlier today, IPC shareholders adopted the amalgamation agreement with Validus and approved the resulting amalgamation of IPC with a wholly owned subsidiary of Validus with the support of approximately 95% of the shares voted at the meeting.

Ed Noonan, Validus’ Chairman and Chief Executive Officer, stated, “We are delighted to have completed this compelling strategic combination, which provides major benefits to customers and shareholders of both companies. With significantly increased capacity, a global platform and leading positions in attractive insurance and reinsurance markets, Validus is well positioned to meet the evolving needs of clients and to deliver continued growth to shareholders. In addition, Bermuda will benefit from being home to a larger, stronger business that is committed to its markets and well positioned for long-term growth. We will be working diligently to ensure a seamless integration of IPC that maximizes the market opportunities offered by this transaction.”

Pursuant to the amalgamation agreement, former shareholders of IPC will receive $7.50 in cash and 0.9727 Validus voting common shares for each IPC common share. Effective as of the close of trading today, IPC common shares will cease trading.

About Validus Holdings, Ltd.

Validus Holdings, Ltd. is a provider of reinsurance and insurance, conducting its operations worldwide through two wholly-owned subsidiaries, Validus Reinsurance, Ltd. (“Validus Re”) and Talbot Holdings Ltd. (“Talbot”). Validus Re is a Bermuda based reinsurer focused on short-tail lines of reinsurance. Talbot is the Bermuda parent of the specialty insurance group primarily operating within the Lloyd’s insurance market through Syndicate 1183.

Contacts:

Investors:
Validus Holdings, Ltd.
Jon Levenson, Senior Vice President
+1-441-278-9000

Media:
Sard Verbinnen & Co
Jamie Tully/Chris Kittredge/Jonathan Doorley
+1-212-687-8080

OR

College Hill
Roddy Watt/Tony Friend
+44 (0)20 7457 2020

Cautionary Note Regarding Forward-Looking Statements

This news release may include forward-looking statements, both with respect to us and our industry, that reflect our current views with respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may” and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, additionally, you should not place undue reliance on any such statements. We believe that these factors include, but are not limited to, the following: 1) unpredictability and severity of catastrophic events; 2) rating agency actions; 3) adequacy of Validus’ risk management and loss limitation methods; 4) cyclicality of demand and pricing in the insurance and reinsurance markets; 5) Validus’ limited operating history; 6) Validus’ ability to implement its business strategy during “soft” as well as “hard” markets; 7) adequacy of Validus’ loss reserves; 8) continued availability of capital and financing; 9) retention of key personnel; 10) competition; 11) potential loss of business from one or more major insurance or reinsurance brokers; 12) Validus’ ability to implement, successfully and on a timely basis, complex infrastructure, distribution capabilities, systems, procedures and internal controls, and to develop accurate actuarial data to support the business and regulatory and reporting requirements; 13) general economic and market conditions (including inflation, volatility in the credit and capital markets, interest rates and foreign currency exchange rates); 14) the integration of Talbot, IPC and other businesses Validus may acquire or new business ventures Validus may start; 15) the effect on Validus’ investment portfolios of changing financial market conditions including inflation, interest rates, liquidity and other factors; 16) acts of terrorism or outbreak of war; 17) availability of reinsurance and retrocessional coverage; and 18) failure to realize the anticipated benefits of the amalgamation, including as a result of failure or delay in integrating the businesses of Validus and IPC, as well as management’s response to any of the aforementioned factors.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in our most recent reports on Form 10-K and Form 10-Q and other documents on file with the Securities and Exchange Commission. Any forward-looking statements made in this news release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. We undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

# # #

2

EX-99.2

Exhibit 99.2

Validus Reinsurance, Ltd. 19 Par-la-Ville Road Hamilton HM 11 Bermuda Tel: +1-441-278-9000 Fax: +1-441-278-9090 info@validusre.bm >facts&figures< 2nd Quarter 2009 COMPANY OVERVIEW Validus Holdings, Ltd., through its operating subsidiary Validus Reinsurance, Ltd. (“Validus Re”), is a global provider of short-tail lines of reinsurance including property catastrophe, property pro-rata and property per risk, marine and energy, and other specialty lines. Validus was formed in December 2005, following the significant natural catastrophes of 2005, with an experienced management team and an unencumbered capital base of approximately $1Bn. In July 2007, Validus Holdings announced the completion of the acquisition of Talbot Holdings Ltd. Talbot operates through Syndicate 1183 at Lloyd’s of London and is a leading insurance underwriter of a wide range of primarily short tail lines of business. In September 2009, Validus Holdings completed the acquisition of Bermuda based short tail reinsurer IPC Re. A.M. BEST VALIDUS RE A- (Excellent) TALBOT (as part of Lloyd’s of London) A (Excellent) STANDARD & POOR’S TALBOT (as part of Lloyd’s of London) A+ (Strong) PRO FORMA KEY FIGURES AS OF JUNE 30, 2009: • Shareholders’ equity was $3.7Bn • Total capitalization was $4.0Bn (including $304.3M of junior subordinated deferrable debentures) • $5.3Bn Assets under Management PRO FORMA FINANCIAL HIGHLIGHTS VALIDUS GROUP 2ND QUARTER Operating highlights for the second quarter 2009 include the following: • Gross premiums written of $552.6M; • Net premiums earned of $424.4M; • Combined ratio of 58.9%; • Investment income of $44.5M; • Net income of $332.4M; • Annualized return on average equity of 37.9%; • Annualized net operating return on average equity of 26.8% VALIDUS GROUP SIX MONTHS Operating highlights for the six months ended June 30, 2009 include the following: • Gross premiums written of $1.40Bn; • Net premiums earned of $1.26Bn; • Combined ratio of 65.3%; • Investment income of $89.0M; · Net income of $443.0M; • Annualized return on average equity of 25.9%; • Annualized net operating return on average equity of 23.5%

Validus Reinsurance, Ltd. 19 Par-la-Ville Road Hamilton HM 11 Bermuda Tel: +1-441-278-9000 Fax: +1-441-278- 9090 info@validusre.bm >facts&figures< 2nd Quarter 2009 MANAGEMENT Edward Noonan Chairman ed.noonan@validusre.bm t: +1-441-278-9011 m: +1-441-532-9011 Conan Ward Chief Executive Officer conan.ward@validusre.bm t: +1-441-278-9014 m: +1-441-532-9014 Kean Driscoll Chief Underwriting Officer kean.driscoll@validusre.bm t: +1-441-278-9016 m: +1-441-532-9016 REPRESENTATIVE OFFICES ASIA/PACIFIC 1 Finlayson Green #18-02 Singapore 049246 Marc Haushofer marc.haushofer@validusre.bm t: +65-6550-9897 m: +65-9233-6253 f: +65-6550-9898 EUROPE Stadthausbruecke 1-3 20355 Hamburg, Germany Maureen MacDonald maureen.macdonald@validusre.bm t: +49-40-376-44-793 m: +49-170-41-42-303 f: +49-40-376-44-500 UNDERWRITING Steve Bardill International Property steve.bardill@validusre.bm t: +1-441-278-9020 m: +1-441-532-9020 Sven Wehmeyer International Property sven.wehmeyer@validusre.bm t: +1-441-278-9050 m: +1-441-532-9050 Charles F. A. Cooper US Property charles.cooper@validusre.bm t: +1-441-278-9321 m:+1-441-532-9321 Chris Silvester US Property chris.silvester@validusre.bm t: +1-441-278-9051 m: +1-441-532-9051 Paul Manders Marine & Energy paul.manders@validusre.bm t: +1-441-278-9013 m: +1-441-532-9013 Jeff Clements Specialty jeff.clements@validusre.bm t: +1-441-278-9018 m: +1-441-532-9018 Jesse DeCouto Specialty jesse.decouto@validusre.bm t: +1-441-278-9067 m: +1-441-532-9067 LINES OF BUSINESS AND SCHEDULE OF LIMITS PROPERTY (U.S. & INTERNATIONAL) Property Catastrophe • Normal max line of $50M any one program Property Per Risk • Normal max line of $30M (per occurrence) any one program if EQ and Hurricane are excluded • Normal max line of $10M (per occurrence) if exposed to EQ and Hurricane Property Proportional • Normal max line of $30M on an occurrence basis • No “uncapped” proportional Property Retro • Normal max line of $15M if U.S. exposed • Normal max line of $20M for non-U.S. MARINE & ENERGY Marine and Offshore Energy • Elemental Non-Gulf of Mexico — normal max line of $30M any one program • Elemental Gulf of Mexico — normal max line of $30M any one program • Non-Elemental — normal max line of $30M any one program • Hull, Liability and Cargo — normal max line of $30M any one program Marine Retro • Normal max line of $15M any one program SPECIALTY Aviation & Space • $15M normal max line any one program Workers’ Comp Cat/Life Cat • $5M max any one life • Multiple group or life warranties • Normal max line of $30M for peak exposures; $50M for nonpeak exposures, any one program Terrorism • Terrorism — normal max line of $30M any one program • Marine War and Aviation War — normal max line of $30M any one program