-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QdvZ0bj/J2xOv8R46cwjwGQtvkBskldFad/GtaTe3sN+HoTyWhhFQ3NqAREGjhkQ J+oBaTdnPVbIoJt3Yt9arw== 0000950103-09-001737.txt : 20090723 0000950103-09-001737.hdr.sgml : 20090723 20090722181600 ACCESSION NUMBER: 0000950103-09-001737 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090723 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARIS RE Holdings Ltd CENTRAL INDEX KEY: 0001386337 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 132-02692 FILM NUMBER: 09957783 BUSINESS ADDRESS: STREET 1: clareden house 2 church st po box boc hm CITY: hamilton hm STATE: a1 ZIP: 000000 MAIL ADDRESS: STREET 1: clareden house 2 church st po box boc hm CITY: hamilton hm STATE: a1 ZIP: 000000 FILED BY: 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: 425 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 425 1 dp14183_8k.htm FORM 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 22, 2009
 
PartnerRe Ltd.
(Exact Name of Registrant
as Specified in Charter)
 
 
Bermuda
  
 
(State or Other Jurisdiction of Incorporation)
  
 
001-14536
  
Not Applicable
(Commission File Number)
  
(IRS Employer Identification No.)
 
Wellesley House, 90 Pitts Bay Road, Pembroke, Bermuda
  
HM 08
(Address of Principal Executive Offices)
  
(Zip Code)
 
     
Registrant’s telephone number, including area code: (441) 292-0888
 
 
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):
 
  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 1.01     Entry into a Material Definitive Agreement

As previously disclosed, on July 4, 2009, PartnerRe Ltd., a Bermuda exempted company (“PartnerRe”), PARIS RE Holdings Limited, a Swiss corporation (“PARIS RE”), and certain investment entities affiliated with Stone Point Capital, Hellman & Friedman, Vestar Capital Partners, Crestview Partners, New Mountain Capital and Caisse de Dépôt et Placement du Québec (collectively, the “Block Sellers”) that collectively own approximately 57% of PARIS RE’s outstanding shares entered into a Securities Purchase Agreement (the “Block Purchase Agreement”) pursuant to which PartnerRe purchased all of the PARIS RE common shares and warrants to purchase PARIS RE common shares held by the Block Sellers.
 
On July 17, 2009, PartnerRe, PARIS RE and the Block Sellers entered into Amendment No. 1 (the “Block Purchase Amendment”) to the Block Purchase Agreement in order to clarify that any promissory note issued to the Block Sellers in accordance with Sections 2.01(a) and 2.02(d) of the Block Purchase Agreement would be denominated in Swiss Francs.  Except as otherwise amended by the Block Purchase Amendment, the terms and conditions of the Block Purchase Agreement remain in full force and effect.  A copy of the Block Purchase Amendment is attached as Exhibit 2.1.
 
Item 9.01     Financial Statements and Exhibits

 
Exhibit No.
  
Description
 
2.1
  
Amendment No. 1 to the Securities Purchase Agreement dated as of July 17, 2009 among PartnerRe Ltd., PARIS RE Holdings Limited and the sellers named therein
 
 
 
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.
 
   
PartnerRe Ltd.
(Registrant)
  
       
       
Date:
July 22, 2009
  
By:
/s/ Amanda E. Sodergren
  
       
Name:
 Amanda E. Sodergren
  
       
Title:
 Chief Legal Counsel
  
 
 
 

 
Exhibit Index
 
 
Exhibit No.
  
Description
 
2.1
  
Amendment No. 1 to the Securities Purchase Agreement dated as of July 17, 2009 among PartnerRe Ltd., PARIS RE Holdings Limited and the sellers named therein
 
 
 
 EX-2.1 2 dp14183_ex0201.htm EXHIBIT 2.1
 
Exhibit 2.1
 
 
EXECUTION COPY
 
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT
 
This AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of July 17, 2009 among:

(i) PartnerRe Ltd., a Bermuda exempted company (“Parent”);

(ii) Hellman & Friedman Capital Partners V (Cayman), L.P., Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. and Hellman & Friedman Capital Associates V (Cayman), L.P. (collectively, the “Hellman & Friedman Sellers”);

(iii) Trident III, L.P. and Trident III Professionals Fund, L.P. (collectively, the “Stone Point Sellers”);

(iv) Vestar Capital Partners V, L.P., Vestar Capital Partners V-A, L.P., Vestar Executives V, L.P. and Vestar Holdings V, L.P. (collectively, the “Vestar Sellers”);

(v) Crestview Partners (Outbound), L.P., Crestview Partners TE (Outbound), L.P., Crestview Partners ERISA (Outbound), L.P., Crestview Partners (PF), L.P. and Crestview Offshore Holdings (Cayman), L.P. (collectively, the “Crestview Sellers”);

(vi) Caisse de depot et placement du Québec (the “Caisse de Dépôt Seller”);

(vii) New Mountain Partners II (Cayman), L.P., Allegheny New Mountain Partners (Cayman), L.P. and New Mountain Affiliated Investors II (Cayman), L.P. (collectively, the “New Mountain Sellers”); each of the Hellman & Friedman Sellers, the Stone Point Sellers, the Vestar Sellers, the Crestview Sellers, the Caisse de Dépôt Seller and the New Mountain Sellers is individually referred to as a “Seller”, and collectively is referred to as the “Sellers”); and

(ix) PARIS RE Holdings Limited, a Swiss corporation (the “Company”).

This Amendment amends that certain Securities Purchase Agreement (the “SPA”), dated as of July 4, 2009, by and among Parent, the Company and the Sellers.  All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the SPA.

WHEREAS, in accordance with Section 11.02(a) of the SPA, the parties hereto wish to amend the SPA and consent to certain related matters as specified herein.
 
NOW, THEREFORE, the parties hereto agree as follows:
 
1.     Amendment to Exhibit A and Exhibit E.  Exhibit A and Exhibit E to the SPA are hereby amended and restated in their entirety as set forth in Exhibit A and Exhibit E attached hereto, respectively.
 
 
2.     Amendment to Section 2.01(a).  The second sentence of Section 2.01(a) of the SPA is hereby amended and restated in its entirety as follows:
 
“The purchase price for each Company Share is equal to (i) the Per Share Consideration plus (ii), solely to the extent the Share Capital Repayment is not paid immediately prior to the Closing pursuant to Section 9.03(b) of the Transaction Agreement, a Parent Note denominated in CHF with a principal amount equal to the difference between (x) CHF 4.17 minus (y) any per share payment of the Share Capital Repayment made prior to Closing pursuant to Section 9.03(b)(ii) of the Transaction Agreement, and the purchase price for each Company Warrant is equal to the Per Warrant Consideration.”
 
3.     Amendment to Section 2.02(d).  Section 2.02(d) of the SPA is hereby amended and restated in its entirety as follows:
 
“Solely to the extent the Share Capital Repayment is not paid immediately prior to the Closing pursuant to Section 9.03(b) of the Transaction Agreement, Purchaser shall deliver to each Seller a Parent Note denominated in CHF having an aggregate principal amount equal to (i) the difference between (x) CHF 4.17 and (y) any per share payment of the Share Capital Repayment made prior to Closing pursuant to Section 9.03(b)(ii) of the Transaction Agreement times (ii) the number of Company Shares set forth opposite such Seller’s name on Exhibit A hereto.”
 
4.     Effectiveness and Ratification.  All of the provisions of this Amendment shall be effective as of the date hereof.  Except as specifically provided for in this Amendment, the terms of the SPA are hereby ratified and confirmed and remain in full force and effect.
 
5.     Counterparts.  This Amendment may be executed and delivered (including by facsimile or electronic transmission) in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute a single instrument.
 
6.     Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.
 
7.     Jurisdiction.  The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Amendment or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York, so long as such court shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Amendment shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in such court or
 
 
that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of such court.   Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 11.01 of the SPA shall be deemed effective service of process on such party.  The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions in any manner provided by Applicable Law.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
 
 
 
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.1 to the Securities Purchase Agreement as of the date first written above.
 
 
PARTNERRE LTD.
  
   
       
By:
/s/ Amanda Sodergren
  
  Name:
 Amanda Sodergren
  
  Title:  Chief Legal Counsel  
 
 
 
 
Hellman & Friedman Capital Partners V (Cayman),
L.P.
Hellman & Friedman Capital Partners V (Cayman
Parallel), L.P.
Hellman & Friedman Capital Associates V (Cayman),
L.P.
 
By:      Hellman & Friedman Investors V (Cayman),
L.P., general partner of Hellman & Friedman
Capital Partners V (Cayman), L.P. and
Hellman & Friedman Capital Partners V
(Cayman Parallel), L.P.
 
By:  Hellman & Friedman Investors V
(Cayman), Ltd., general partner of
Hellman & Friedman Capital Associates
V (Cayman), L.P. and Hellman &
Friedman Investors V (Cayman), L.P.
  
   
       
By:
/s/ C. Andrew Ballard
  
  Name:
 C. Andrew Ballard
  
  Title:  Vice President  
 
 
 
Trident III, L.P.
By:       Stone Point Capital LLC, as manager
  
       
       
By: /s/ James Carey  
  Name:
 James Carey
  
  Title:  Senior Principal  
 
 
Trident III Professionals Fund, L.P.
By:       Stone Point Capital LLC, as manager
  
       
       
By: /s/ James Carey  
  Name:
 James Carey
  
  Title:  Senior Principal  
 
 
 
Vestar Capital Partners V, L.P.
 
By: Vestar Associates V, L.P.
Its:  General Partner
 
By: Vestar Managers V Ltd.
Its:  General Partner
  
   
       
By:
/s/ Jack M. Feder
  
  Name:
 Jack M. Feder
  
  Title:  Managing Director  
 
 
Vestar Executives V, L.P.
 
By: Vestar Associates V, L.P.
Its:  General Partner
 
By: Vestar Managers V Ltd.
Its:  General Partner
  
   
       
By:
/s/ Jack M. Feder
  
  Name:
 Jack M. Feder
  
  Title:  Managing Director  
 
 
Vestar Capital Partners V-A, L.P.
 
By: Vestar Managers V Ltd.
Its: General Partner
  
   
       
By:
/s/ Jack M. Feder
  
  Name:
 Jack M. Feder
  
  Title:  Managing Director  
 
 
Vestar Holdings V, L.P.
 
By: Vestar Managers V Ltd.
Its:  General Partner
  
   
       
By:
/s/ Jack M. Feder
  
  Name:
 Jack M. Feder
  
  Title:  Managing Director  
 
 
 
Crestview Partners (Outbound), L.P.
 
By:        Crestview Partners GP (Outbound), L.P.,its general
  partner
 
By:        Crestview, L.L.C., its general partner
  
   
       
By:
/s/ Robert V. Delaney
  
  Name:
Robert V. Delaney
  
  Title: Partner  
 
 
Crestview Partners TE (Outbound), L.P.
 
By:        Crestview Partners GP (Outbound), L.P., its general
  partner
 
By:        Crestview, L.L.C., its general partner
  
   
       
By:
/s/ Robert V. Delaney
  
  Name:
Robert V. Delaney
  
  Title: Partner  
 
 
Crestview Partners ERISA (Outbound), L.P.
 
By:        Crestview Partners GP (Outbound), L.P., its general
  partner
 
By:        Crestview, L.L.C., its general partner
  
   
       
By:
/s/ Robert V. Delaney
  
  Name: Robert V. Delaney  
  Title: Partner  
 
 
Crestview Partners (PF), L.P.
 
By:        Crestview Partners GP, L.P., its general partner
 
By:        Crestview, L.L.C., its general partner
  
   
       
By:
/s/ Robert V. Delaney
  
  Name:
Robert V. Delaney
  
  Title: Partner  
 
 
 
Crestview Offshore Holdings (Cayman), L.P.
 
By:        Crestview Partners GP, L.P., its general partner
 
By:        Crestview, L.L.C., its general partner
  
   
       
By:
/s/ Robert V. Delaney
  
  Name:
Robert V. Delaney
  
  Title: Partner  
 
 
 
Caisse de depot et placement du Québec
  
   
       
By:
/s/ Cyrille Vittecoq
  
  Name:
 Cyrille Vittecoq
  
  Title:  Vice-President, Investments
 
 
 
/s/ François Boudreault
  
 
François Boudreault
  
 
 Manager
 
 
 
Allegheny New Mountain Partners (Cayman), L.P.
 
By:        New Mountain Investments II (Cayman), L.P., its
  General Partner
 
By:        NMI II (Cayman) GP, Ltd., its General Partner
  
   
       
By:
/s/ Steven B. Klinsky
  
  Name:
 Steven B. Klinsky
  
  Title:  Director  
 
 
New Mountain Partners II (Cayman), L.P.
 
By:        New Mountain Investments II (Cayman), L.P., its
  General Partner
 
By:        NMI II (Cayman) GP, Ltd., its General Partner
  
   
       
By:
/s/ Steven B. Klinsky
  
  Name:
 Steven B. Klinsky
  
  Title:  Director  
 
 
New Mountain Affiliated Investors II (Cayman), L.P.
 
By:         New Mountain Investments II (Cayman), L.P., its
   General Partner
 
By:         NMI II (Cayman) GP, Ltd., its General Partner
  
   
       
By:
/s/ Steven B. Klinsky
  
  Name:
 Steven B. Klinsky
  
  Title:  Director  
 
 
 
PARIS RE HOLDINGS LIMITED
  
   
       
By:
/s/ Frank Papalia
  
  Name:
 Frank Papalia
  
  Title:  General Counsel
 
 
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