0001385613-19-000108.txt : 20191230 0001385613-19-000108.hdr.sgml : 20191230 20191230163936 ACCESSION NUMBER: 0001385613-19-000108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191227 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191230 DATE AS OF CHANGE: 20191230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL RE, LTD. CENTRAL INDEX KEY: 0001385613 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33493 FILM NUMBER: 191317000 BUSINESS ADDRESS: STREET 1: 65 MARKET STREET, SUITE 1207, STREET 2: CAMANA BAY, P.O. BOX 31110 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1205 BUSINESS PHONE: 345 943 4573 MAIL ADDRESS: STREET 1: 65 MARKET STREET, SUITE 1207, STREET 2: CAMANA BAY, P.O. BOX 31110 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1205 FORMER COMPANY: FORMER CONFORMED NAME: Greenlight Capital Re, Ltd. DATE OF NAME CHANGE: 20070109 8-K 1 form8k2019silpletteragreem.htm 8-K LETTER AGREEMENT DEC 2019 Document



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
 
December 27, 2019
Date of report (Date of earliest event reported) 

GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter) 
 
 
 
Cayman Islands
(State or other jurisdiction of incorporation)
001-33493
(Commission file number)
N/A
(IRS employer identification no.)
 
 
 
65 Market Street, Suite 1207,
Jasmine Court, Camana Bay,
P.O. Box 31110
Grand Cayman, Cayman Islands
(Address of principal executive offices)
 
KY1-1205
(Zip code)
 
(345) 943-4573
(Registrant’s telephone number, including area code)
 
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 (see General Instruction A.2. below):
 
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Ordinary Shares
GLRE
Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 1.01 Entry into a Material Definitive Agreement.

On December 27, 2019, Greenlight Capital Re, Ltd.’s wholly-owned subsidiaries, Greenlight Reinsurance, Ltd. and Greenlight Reinsurance Ireland, Designated Activity Company (collectively, the “Companies”), entered into an amended and restated letter agreement (the “A&R Letter Agreement”) with Solasglas Investments, LP, in connection with that certain amended and restated partnership agreement between the parties dated August 30, 2018, as amended from time to time (the “Partnership Agreement”).  Pursuant to the A&R Letter Agreement, the parties have agreed that during the period from June 1, 2019 until June 30, 2020 (a) not less than 50% of the Investment Portfolio (as defined in the Partnership Agreement) of each of the Companies shall be held in cash and cash equivalents, and (b) the portion of the Investment Portfolio of each of the Companies that is held in cash or cash equivalents will not be subject to any Management Fee (as defined in the Partnership Agreement)  or Performance Allocation (as defined in the Partnership Agreement). The A&R Letter Agreement amends and restates that certain letter agreement between the parties dated June 18, 2019.
 
The foregoing summary is qualified in its entirety by reference to the A&R Letter Agreement, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 










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.

 
 
GREENLIGHT CAPITAL RE, LTD.
 
(Registrant)
 
 
 
 
By:
/s/ Tim Courtis              
 
Name:
Tim Courtis
 
Title:
Chief Financial Officer
 
Date:
December 30, 2019



 EX-10.1 2 letteragreementsolasglasgl.htm EXHIBIT 10.1 LETTER AGREEMENT Exhibit

Solasglas Investments, LP
c/o DME Advisors II, LLC
140 East 45th Street, 24th Floor
New York, NY 10017



December 27, 2019

Greenlight Reinsurance, Ltd.
Greenlight Reinsurance Ireland, DAC
65 Market Street, Suite 1207
Camana Bay
P.O. Box 31110
Grand Cayman, KY1-1205
Cayman Islands


Reference is made to (i) that certain letter agreement (the “Letter Agreement”), dated June 18, 2019, entered into in connection with the investments by Greenlight Reinsurance, Ltd. (“Greenlight Re”) and Greenlight Reinsurance Ireland, DAC (“GRIL”) in Solasglas Investments, LP, a Cayman Islands exempted limited partnership (the “Partnership”), and (ii) that certain amended and restated exempted limited partnership agreement of the Partnership, dated August 30, 2018, and effective September 1, 2018, as amended by an amendment dated February 26, 2019 (the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Partnership Agreement.

The General Partner and the Investment Advisor each desire to amend the terms of the Letter Agreement and therefore, in accordance with the terms of the Letter Agreement, effective immediately, this amended and restated letter agreement (this “A&R Letter Agreement’) hereby amends and restates in full the Letter Agreement.

In accordance with the terms of the Partnership Agreement, the parties hereto agree that during the period from June 1, 2019, until June 30, 2020 (a) not less than 50% of the Investment Portfolio of each of Greenlight Re and GRIL shall be held in cash and cash equivalents, and (b) the portion of the Investment Portfolio of each of Greenlight Re and GRIL that is held in cash or cash equivalents will not be subject to any Management Fee or Performance Allocation.

This A&R Letter Agreement amends, restates and supersedes in full all prior understandings between the parties with respect to the subject matter hereof, including without limitation the Letter Agreement.

This A&R Letter Agreement may be executed in one or more counterparts, each one of which will be deemed an original, and all of which together will constitute one and the same agreement. This A&R Letter Agreement may not be amended or modified without the written consent of all of the parties hereto.
 
This A&R Letter Agreement constitutes a valid and binding agreement of the parties hereto, enforceable against each party in accordance with its terms.

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If the above correctly reflects your understanding and agreement with respect to the foregoing matters, please so confirm by signing and returning the enclosed copy of this A&R Letter Agreement.
Very truly yours,


DME ADVISORS II, LLC

By: /s/ Daniel Roitman
Name: Daniel Roitman
Title: COO



DME ADVISORS, LP

By: /s/ Daniel Roitman
Name: Daniel Roitman
Title: COO


Accepted and agreed as of the date first written above:


GREENLIGHT REINSURANCE, LTD.

By: /s/ Tim Courtis
Name: Tim Courtis
Title: Chief Financial Officer



GREENLIGHT REINSURANCE IRELAND, DAC

By: /s/ Patrick O'Brien
Name: Patrick O'Brien
Title: CEO    

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