8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

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FORM 8-K

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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 16, 2015 (July 15, 2015)

PARTNERRE LTD.

(Exact Name Of Registrant As Specified In Charter)

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Bermuda (State of Incorporation)   001-14536 (Commission File No.)   Not Applicable (I.R.S. Employer
Identification No.)  

Wellesley House, 90 Pitts Bay Road 

Pembroke, Bermuda HM 08
(Address of principal executive offices, including zip code)

(441) 292-0888
(Registrant’s telephone number, including area code)

Not applicable
(Former name or address, if changed since last report)

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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):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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

On July 15, 2015, PartnerRe Ltd. (“PartnerRe”) and AXIS Capital Holdings Limited, a Bermuda exempted company (“AXIS”), entered into the Fifth Amendment to the Agreement and Plan of Amalgamation (the “Fifth Amendment”), further amending the Agreement and Plan of Amalgamation originally entered into by and between PartnerRe and AXIS, dated as of January 25, 2015 and which was thereafter amended on February 17, 2015, March 10, 2015, March 31, 2015 and May 3, 2015, pursuant to which PartnerRe and AXIS will amalgamate (the “Amalgamation”) and continue thereafter as a Bermuda exempted company (the “Amalgamated Company”).

The Fifth Amendment permits PartnerRe to effect payment of an extraordinary cash dividend in an amount of $17.50 in respect of each common share of PartnerRe that, immediately prior to the consummation of the Amalgamation (the “Effective Time”), is either issued and outstanding or underlies certain share-based equity awards granted by PartnerRe to certain of its directors and employees. The extraordinary cash dividend will be paid at or immediately following the Effective Time, although such payment is conditioned upon the consummation of the Amalgamation. PartnerRe will also equitably adjust the exercise price of and, if applicable, the number of PartnerRe common shares covered by, each vested and unvested option and share appreciation right to account for the extraordinary cash dividend. PartnerRe will be permitted to incur indebtedness of up to $300 million in order to pay the special dividend, provided that AXIS is first offered the opportunity to fund all or any part of such indebtedness on mutually agreed terms prior to PartnerRe seeking any debt financing from third parties.

The Fifth Amendment removes the condition that PartnerRe’s obligation to close the Amalgamation is conditioned on the absence of a three notch rating downgrade from A.M. Best for AXIS’ insurance subsidiaries domiciled in Bermuda, and the reciprocal condition for AXIS as it applies to the A.M. Best ratings of PartnerRe’s insurance subsidiaries domiciled in Bermuda.

The Fifth Amendment also provides that the Amalgamated Company will launch an exchange offer to exchange newly issued preferred shares of the Amalgamated Company for each series of preferred shares of the Amalgamated Company held by PartnerRe preferred shareholders at the Effective Time, subject to the Amalgamated Company obtaining a private letter ruling from the Internal Revenue Service to the effect that such issuance of preferred shares pursuant to the proposed exchange offer would not result in a “listed transaction” or otherwise expose the holders of Amalgamated Company stock to tax shelter reporting obligations. The newly issued preferred shares received in the exchange offer will reflect a 100 basis point increase in the current dividend rate applicable to the relevant series of PartnerRe preferred shares, and subject to certain exceptions, an extended redemption date of the later of (a) the fifth anniversary of the date of issuance and (b) January 21, 2021. The terms of the newly issued preferred shares will be otherwise identical in all material respects to the applicable existing PartnerRe preferred shares. PartnerRe and AXIS have undertaken to use commercially reasonable efforts until the earlier of (i) the receipt of such private letter ruling from the IRS and (ii) December 31, 2016, to obtain such a ruling, and have agreed that the Amalgamated Company will use commercially reasonable efforts to launch the exchange offer for PartnerRe preferred shares promptly upon the receipt of such a ruling.

The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amendment, which is attached hereto as Exhibit 2.1 and incorporated by reference herein.

Item 8.01.      Other Events.

On July 16, 2015, the Company and PartnerRe issued a joint press release announcing that they had entered into the Fifth Amendment.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No	Description
2.1	Fifth Amendment to Agreement and Plan of Amalgamation dated July 15, 2015
99.1	Press Release dated July 16, 2015

Important Information For Investors And Shareholders

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between PartnerRe Ltd. (“PartnerRe”) and AXIS Capital Holdings Limited (“AXIS”). In connection with this proposed business combination, PartnerRe and AXIS have filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), and a definitive joint proxy statement/prospectus of PartnerRe and AXIS and other documents related to the proposed transaction. This communication is not a substitute for any such documents. The registration statement was declared effective by the SEC on June 1, 2015 and the definitive proxy statement/prospectus has been mailed to shareholders of PartnerRe and AXIS. INVESTORS AND SECURITY HOLDERS OF PARTNERRE AND AXIS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. A definitive proxy statement has been mailed to shareholders of PartnerRe and AXIS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by PartnerRe and/or AXIS through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by PartnerRe are available free of charge on PartnerRe’s internet website at http://www.partnerre.com or by contacting PartnerRe’s Investor Relations Director by email at robin.sidders@partnerre.com or by phone at 1-441-294-5216. Copies of the documents filed with the SEC by AXIS are available free of charge on AXIS’ internet website at http://www.axiscapital.com or by contacting AXIS’ Investor Relations Contact by email at linda.ventresca@axiscapital.com or by phone at 1-441-405-2727.

Participants in Solicitation

PartnerRe, AXIS, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of PartnerRe is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015, its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April 1, 2014, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which was filed with the SEC on May 4, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on January 29, 2015, May 16, 2014 and March 27, 2014. Information about the directors and executive officers of AXIS is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 23, 2015, its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on March 28, 2014, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which was filed with the SEC on May 4, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on March 11, 2015, January 29, 2015, August 7, 2014, June 26, 2014, March 27, 2014 and February 26, 2014.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC.

Forward Looking Statements

Certain statements in this communication regarding the proposed transaction between PartnerRe and AXIS are “forward-looking” statements. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “illustrative,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. These forward-looking statements, which are

subject to risks, uncertainties and assumptions about PartnerRe and AXIS, may include projections of their respective future financial performance, their respective anticipated growth strategies and anticipated trends in their respective businesses. These statements are only predictions based on current expectations and projections about future events. There are important factors that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the risk factors set forth in PartnerRe’s and AXIS’ most recent reports on Form 10-K, Form 10-Q and other documents on file with the SEC and the factors given below:

•      the failure to obtain the approval of shareholders of PartnerRe or AXIS in connection with the proposed transaction;

•      the failure to consummate or delay in consummating the proposed transaction for other reasons;

•      the timing to consummate the proposed transaction;

•      the risk that a condition to closing of the proposed transaction may not be satisfied;

•      the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated;

•      AXIS’ or PartnerRe’s ability to achieve the synergies and value creation contemplated by the proposed transaction;

•      the ability of either PartnerRe or AXIS to effectively integrate their businesses; and

•      the diversion of management time on transaction-related issues.

PartnerRe’s forward-looking statements are based on assumptions that PartnerRe believes to be reasonable but that may not prove to be accurate. AXIS’ forward-looking statements are based on assumptions that AXIS believes to be reasonable but that may not prove to be accurate. Neither PartnerRe nor AXIS can guarantee future results, level of activity, performance or achievements. Moreover, neither PartnerRe nor AXIS assumes responsibility for the accuracy and completeness of any of these forward-looking statements. PartnerRe and AXIS assume no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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.
Date:	July 16, 2015	By:	/s/ Marc Wetherhill
			Name:	Marc Wetherhill
			Title:	Chief Legal Counsel

EXHIBIT INDEX

Exhibit No	Description
2.1	Fifth Amendment to Agreement and Plan of Amalgamation dated July 15, 2015
99.1	Press Release dated July 16, 2015

EX-2.1

Exhibit 2.1

FIFTH AMENDMENT TO AGREEMENT AND PLAN OF AMALGAMATION

This Fifth Amendment to the Agreement and Plan of Amalgamation, is made and entered into as of July 15, 2015 (this “Amendment”), by and between AXIS Capital Holdings Limited, a Bermuda exempted company (“Axis”) and PartnerRe Ltd., a Bermuda exempted company (“PRE” and, together with Axis, the “parties”).

W I T N E S S E T H:

WHEREAS, the parties to this Amendment are parties to that certain Agreement and Plan of Amalgamation, dated as of January 25, 2015, as subsequently amended on February 17, 2015, March 10, 2015, March 31, 2015 and May 3, 2015 (as amended, the “Amalgamation Agreement”);

WHEREAS, the parties to this Amendment may amend the Amalgamation Agreement in accordance with Section 7.3 of the Amalgamation Agreement;

WHEREAS, the parties desire to amend certain other provisions of the Amalgamation Agreement; and

WHEREAS, the board of directors of each of PRE and Axis has unanimously (i) determined that the Amalgamation is advisable and fair to, and in the best interests of, PRE and Axis, respectively; and (ii) approved and adopted this Amendment, the Amalgamation Agreement (as amended by this Agreement), the statutory amalgamation agreement and the Transactions;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained taken as a whole, the parties hereto agree as follows:

Section 1. Defined Terms. Capitalized terms used, but not defined herein, shall have the meanings specified in the Amalgamation Agreement.

Section 2. Amendments to the Amalgamation Agreement.

(a) Section 5.1(b) of the Amalgamation Agreement is hereby amended by being replaced in its entirety by the following:

“(b) Declare or pay, or propose to declare or pay, any dividends on or make other distributions in respect of any of its share capital, whether in cash, shares or property or any combination thereof, except for: (i) dividends paid by a direct or indirect wholly owned Subsidiary to it or its other wholly owned Subsidiaries and (ii) ordinary course quarterly cash dividends on PRE Common Shares and PRE Preferred Shares or Axis Common Shares and Axis Preferred Shares, as applicable, with record and payment dates consistent with past practice, provided, that, in the case of this clause (ii), (A) the quarterly cash dividends payable in respect of PRE Common Shares shall be permitted to increase to an amount not to exceed $0.70 per share per quarter, (B) the quarterly cash dividends payable with respect of the Axis Common

Shares shall not be increased above $0.29 per share and (C) each of PRE and Axis shall be entitled to pay immediately prior to the Effective Time on PRE Common Shares and Axis Common Shares, respectively, for the quarter in which the Closing Date occurs a pro rata dividend for the period from the first day of such quarter until the day immediately preceding the Closing Date. Notwithstanding the foregoing or any other provisions of this Agreement to the contrary, PRE may declare and pay, and PRE agrees to declare and pay, a one-time extraordinary cash dividend to holders of record (collectively, the “Relevant Record Holders”) of PRE Common Shares immediately prior to the Effective Time (the “Conditional Dividend Record Date”) in the amount of $17.50 per PRE Common Share held by each such holder on the Conditional Dividend Record Date, which dividend (the “Conditional Extraordinary Dividend”) shall be declared prior to the PRE Shareholder Meeting, but shall only become payable, and such payment shall be conditioned, upon the occurrence of the Effective Time. PRE shall be permitted to incur indebtedness in an amount not to exceed $300 million for the purposes of paying a portion of the Conditional Extraordinary Dividend; provided, that, PRE shall first offer Axis the opportunity to fund all or any part of such indebtedness on mutually agreed terms prior to PRE seeking any debt financing from third parties to fund any part of such indebtedness that Axis has elected not to provide. The parties hereto agree that on and after the Effective Time (i) each Relevant Record Holder shall be entitled to receive the Conditional Extraordinary Dividend in respect of each PRE Common Share held by each such holder on the Conditional Dividend Record Date, in addition to any PRE Consideration that such Relevant Record Holder shall be entitled to receive in respect of each such PRE Common Share under the Agreement pursuant to the Amalgamation, (ii) each PRE Other Share-Based Award that is outstanding on the Conditional Dividend Record Date shall become entitled to receive the Conditional Extraordinary Dividend in respect of each PRE Common Share subject to such PRE Other Share-Based Award, subject to and in accordance with the terms of the applicable grant or award agreement (including, for the avoidance of doubt, that the number of Common Shares underlying each performance share unit award shall be determined as if the maximum performance were achieved), in addition to any PRE Consideration that such Relevant Record Holder shall be entitled to receive in respect of each such PRE Common Share under the Agreement pursuant to the Amalgamation, and (iii) the applicable exercise price or strike price of, and, if applicable, the number of shares underlying, each PRE Option and each PRE SAR shall be equitably adjusted, in accordance with the terms and conditions of the PRE Share Plans, to reflect the payment of the Conditional Extraordinary Dividend. For the sake of clarity, nothing in this paragraph and no action taken pursuant to this paragraph, shall give rise to any adjustment to the PRE Exchange Ratio or the Axis Exchange Ratio pursuant to Section 2.1(b) or (c), as the case may be;”

(b) A new Section 5.10 is added to the Agreement as follows:

“5.10 Exchange Offer.

(a) As soon as reasonably practicable following the Closing until the earlier of (i) the receipt by the Amalgamated Company of a Ruling (as defined below) and (ii) December 31, 2016 (the “Expiration Date”), the Amalgamated Company shall use its commercially reasonable efforts to take or cause to be taken all actions and prepare all documentation reasonably required to obtain a private letter ruling from the U.S. Internal Revenue Service (“IRS”) satisfactory to the Amalgamated Company to the effect that (i) the issuance of the Exchange Securities (as defined below) would not result in the Exchange Securities being treated as “fast-pay stock” within the

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meaning of U.S. Treasury Regulations Section 1.7701(l)-3(b); (ii) the issuance or ownership of the Exchange Securities would not be treated as a “listed transaction” (within the meaning of U.S. Treasury Regulations Section 1.6011-4(b)(2)) (a “Listed Transaction”); (iii) none of the Amalgamated Company or its shareholders will be treated as having “participated” (within the meaning of U.S. Treasury Regulations Section 1.6011-4(c)(3)) in a Listed Transaction as a result of the issuance or ownership of the Exchange Securities or (iv) the Amalgamated Company and its shareholders are otherwise deemed to have satisfied, or are not subject to, the U.S. federal income tax requirements applicable to disclosure of Listed Transactions to the extent related to the issuance or ownership of the Exchange Securities (any of (i)-(iv), a “Ruling”). In the event that the Amalgamated Company obtains a closing agreement from the IRS confirming any of the conclusions set forth in clauses (i)-(iv), such closing agreement shall be deemed to be a Ruling for this purposes of this Section 5.10. Nothing in this Section 5.10(a) shall be construed to prohibit the Amalgamated Company from withdrawing any request for a Ruling prior to the Expiration Date if the Amalgamated Company reasonably believes that the IRS will not grant the requested Ruling.

(b) If, and only if, the parties receive a Ruling prior to the Expiration Date the Amalgamated Company shall use its commercially reasonable efforts to commence an exchange offer to exchange newly issued preferred shares of the Amalgamated Company (“Exchange Securities”) for each series of preferred shares of the Amalgamated Company received by holders of PRE Preferred Shares at the Effective Time, with the Exchange Securities having identical terms in all material respects to the applicable series of Amalgamated Company preferred shares, except with respect to the terms described on Exhibit A hereto, and subject to the conditions therein (the “Exchange Offer”). The Amalgamated Company shall use its commercially reasonable efforts to complete the Exchange Offer promptly following the receipt by the Amalgamated Company of the Ruling. The Amalgamated Company shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer; provided, that in no event shall such period be less than 20 Business Days after the date of notice of the Exchange Offer is mailed to holders of the applicable Amalgamated Company Preferred Shares.

(c) Section 6.2(g) of the Agreement is hereby deleted in its entirety and replaced by the clause “[Intentionally Omitted].”

(d) Section 6.3(g) of the Agreement is hereby deleted in its entirety and replaced by the clause “[Intentionally Omitted]”.

Section 3. Representations and Warranties. Each of PRE and Axis hereby represents and warrants to the other party as follows:

(a) Such party has all requisite corporate power and authority to enter into this Amendment and, subject to the adoption of the Amalgamation Agreement by the Requisite PRE Vote (in the case of PRE) or the Requisite Axis Vote (in the case of Axis), to carry out its obligations under the Amalgamation Agreement (as amended by this Amendment) and to consummate the transactions contemplated by the Amalgamation Agreement (as amended by this Amendment).

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(b) The execution and delivery of this Amendment by such party and the consummation by such party of the transactions contemplated by the Amalgamation Agreement (as amended by this Amendment) have been duly authorized by all requisite corporate action on the part of the Company (other than obtaining the Requisite PRE Vote (in the case of PRE) or the Requisite Axis Vote (in the case of Axis)).

(c) This Amendment has been duly executed and delivered by such party and, assuming the due authorization, execution and delivery of this Amendment by the other party, constitutes the valid and binding obligation of such party, enforceable against such party in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization or moratorium laws or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Section 4. General Provisions.

(a) Effectiveness. This Amendment shall be effective as of the date set forth in the preamble to this Amendment.

(b) Counterparts. This Amendment may be executed in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic-mail shall be as effective as delivery of a manually executed counterpart of any such Agreement.

(c) Governing Law; Disputes. Sections 8.8 and 8.9 of the Amalgamation Agreement shall apply to this Amendment mutatis mutandis.

(d) Except as specifically amended by this Amendment, all provisions of the Amalgamation Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed on the date first written above.

AXIS CAPITAL HOLDINGS LIMITED
By:	/s/ Albert A. Benchimol
	Name:	Albert A. Benchimol
	Title:	Chief Executive Officer and President

PARTNERRE LTD.
By:	/s/ David Zwiener
	Name:	David Zwiener
	Title:	Interim Chief Executive Officer

[Signature Page to Fifth Amendment to Agreement and Plan of Amalgamation]

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Exhibit A

preferred Shares  

Exchange Offer Term Sheet

The following is a summary of the principal terms of the proposed Exchange Offer. Capitalized terms used and not defined herein have the meanings ascribed to such terms in the Amalgamation Agreement.

Exchange Offer:

1.     Each share of the Amalgamated Company’s 6.50% Series D Cumulative Preferred Shares, $1.00 par value (“Series D Preferred”), shall be exchangeable for one share of the Amalgamated Company’s 7.50% Series D-1 Cumulative Preferred Shares, $1.00 par value (“Series D-1 Preferred”); 2.     Each share of the Amalgamated Company’s 7.25% Series E Cumulative Preferred Shares, $1.00 par value (“Series E Preferred”), shall be exchangeable for one share of the Amalgamated Company’s 8.25% Series E-1 Cumulative Preferred Shares, $1.00 par value (“Series E-1 Preferred”); and 3.     Each share of the Amalgamated Company’s 5.875% Series F Non-Cumulative Preferred Shares, $1.00 par value (“Series F Preferred”), shall be exchangeable for one share of the Amalgamated Company’s 6.875% Series F-1 Non-Cumulative Preferred Shares, $1.00 par value (“Series F-1 Preferred” and, together with the Series D-1 Preferred and Series E-1 Preferred, the “New Amalgamated Company Preferred Shares”), (Series D Preferred, Series E Preferred and Series F Preferred the “Amalgamated Company Preferred Shares”).

Summary of the Material Terms of the Amalgamated Company’s Preferred Shares:

The terms of each respective series of the New Amalgamated Company Preferred Shares will be provided in certificates of designation reasonably satisfactory to the Amalgamated Company, and which will be substantially identical to the existing certificates of designation for each applicable series of Amalgamated Company Preferred Shares, but for the following changes: 1.     Dividend Rate: 100 basis points greater than current per annum dividend rate of the applicable series of Amalgamated Company Preferred Shares. As a result, each series of the New Amalgamated Company Preferred Shares shall have the following dividend rates: a.   7.50% of the liquidation preference per annum with respect to the Series D-1 Preferred b.   8.25% of the liquidation preference per annum with respect to the Series E-1 Preferred c.   6.875% of the liquidation preference per annum with respect to the Series F-1 Preferred

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	2.     Redemption: Not redeemable by the Amalgamated Company prior to the later of (a) the fifth anniversary of the date of issuance and (b) January 1, 2021, except (i) with respect to the Series E-1 Preferred or Series F-1 Preferred (as applicable), if a “Change in Tax Law” (as defined in the certificates of designation for the Series E Preferred and Series F Preferred, as applicable) occurs, subject to the terms set forth in such certificates of designation; or (ii) with respect to the Series F-1 Preferred, if a “Capital Disqualification Event” occurs (as defined in the certificate of designation for the Series F Preferred), subject to the terms set forth in such certificate of designation.
Listing and Registration:	Each series of the New Amalgamated Company Preferred Shares to be registered with the SEC, listed for public trading, and otherwise issued in accordance with all applicable laws.
Conditions to the Exchange Offer:	The making, and acceptance, of the Exchange Offer shall be subject to compliance by the Amalgamated Company and exchanging holders with applicable laws.

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EX-99.1

Exhibit 99.1

   

PartnerRe and AXIS Capital Announce Enhanced Merger Terms

--PartnerRe Common Shareholders to Receive an Increased Special Dividend of $17.50 Per Share in Connection with the Transaction Closing--

--PartnerRe and AXIS Capital to Match EXOR Exchange Offer on Preferred Stock Upon Ruling from IRS that Exchange Offer Does Not Result in Prohibited Tax Shelter Transaction--

PEMBROKE, Bermuda – July 16, 2015 – AXIS Capital Holdings Limited (“AXIS Capital”) (NYSE:AXS) and PartnerRe Ltd. (NYSE:PRE) (together, “the Companies”) today announced enhanced merger terms that increase to $17.50 per common share the one-time, special cash dividend payable to each holder of record of PartnerRe common shares immediately prior to the closing of the amalgamation between PartnerRe and AXIS Capital.

In addition, PartnerRe and AXIS Capital have agreed to match the terms contemplated by EXOR’s proposed exchange offer for PartnerRe preferred shares. However, after consultations with their advisors, PartnerRe and AXIS Capital believe that there is a material risk that EXOR’s proposed exchange offer for PartnerRe preferred shares could be viewed as a “listed transaction” under applicable IRS rules, which would subject preferred shareholders (and possibly common shareholders) to an onerous annual reporting and penalty regime applicable to prohibited tax shelter transactions under U.S. income tax laws, as described in further detail below.

If PartnerRe and AXIS Capital are successful in obtaining a private letter ruling from the IRS that an exchange offer would not result in this reporting requirement, pursuant to the exchange offer PartnerRe preferred shareholders would receive newly issued preferred shares reflecting a 100 basis point increase in the current dividend rate and, subject to certain exceptions, an extended redemption date of the later of (a) the fifth anniversary of the date of issuance and (b) January 1, 2021. The terms of the newly issued preferred shares would be otherwise identical in all material respects to the applicable existing PartnerRe preferred shares.

Further highlighting their commitment to the transaction, PartnerRe and AXIS Capital have also agreed that each party’s obligation to close the amalgamation is no longer conditioned on the absence of a three notch rating downgrade from A.M. Best. By removing this rating downgrade closing condition, PartnerRe and AXIS Capital have provided even more certainty to the successful consummation of the transaction. Having received all of the competition-related approvals and substantially all of the non-U.S. regulatory approvals, the amalgamation remains on track to close in the third quarter of 2015, subject to approvals by the shareholders of both companies, remaining regulatory clearances and customary closing conditions.

PartnerRe Chairman Jean-Paul Montupet stated, “We are very pleased to agree to enhanced terms with AXIS Capital so that shareholders can realize the value of the combination. This amalgamation will immediately enhance our strategic positioning and financial strength and we will have tremendous resources to build upon our proven track record of stability and success. As we approach the August 7th meeting date for shareholders to approve the amalgamation, we are confident that they will recognize the unique potential of this transformative combination. In addition to the cash special dividend, shareholders

will benefit from owning a significant interest in a world-class specialty insurance and reinsurance franchise.”

AXIS Capital CEO Albert A. Benchimol stated, “The strategic and financial benefits of the merger agreement between AXIS Capital and PartnerRe are compelling, and we are confident that it will deliver superior value both to our shareholders and to our clients and distribution partners.  The combination represents a unique opportunity to create a financial powerhouse in the industry with a strong franchise, robust earnings power, and double-digit ROE that is well-positioned to achieve superior and stable value creation across both secular and cyclical market changes.  The combined company will have the scale, the product reach and the service capabilities to add substantial value and deepen our relationships with clients and distribution partners.  At the end of the day, the merger creates opportunities that neither company could really achieve on its own in the near-term – including expense synergies in excess of $200 million, significant capital efficiencies, and incremental growth opportunities.”

The Boards of Directors of both companies unanimously, after consultation with their outside legal counsel and financial advisors, approved the amendment giving effect to the enhanced amalgamation terms and determined that the terms of the amalgamation agreement, as amended, are advisable and fair to, and in the best interests of, PartnerRe and AXIS Capital, respectively.

The amalgamation is accretive to operating earnings and ROE in year one, achieving double-digit EPS accretion and a double-digit ROE by 2017. A portion of the funds allocated to previously announced share repurchases will be used to fund the increase in the special dividend.

The PartnerRe and AXIS Capital Boards of Directors continue to urge their holders of both common and preferred shares to promptly use their white proxy card to vote FOR the Amalgamation Agreement at the Shareholder Meetings on August 7, 2015.

Additional Information Related to PartnerRe Preferred Shares

After careful analysis, PartnerRe and AXIS Capital believe the preferred shares proposed to be issued in the EXOR exchange offer could be characterized as "fast-pay stock" under U.S. tax law. If the preferred shares are characterized as “fast-pay stock,” such a characterization would have serious negative consequences for preferred shareholders:

· Reporting Burdens. All holders of PartnerRe preferred shares, including holders that do not participate in the exchange offer, would be required under applicable IRS rules to file a disclosure statement (IRS Form 8886 or a successor form) with their U.S. federal income tax returns identifying their participation in a prohibited tax shelter transaction. A copy of any such form is also required to be mailed to the IRS’s Office of Tax Shelter Analysis. These reporting obligations may also apply to holders of the amalgamated company common shares.

· Prohibited Investment. Many institutional investors, fund managers and brokerage firms have internal policies or investment mandates that prohibit such institutions from investing in instruments that qualify as “listed transactions”, whether specifically stated or due to additional tax reporting requirements at a client level that would be required, which may prevent them from holding any preferred shares.

· Onerous Penalty Regime. Failure to comply with the disclosure requirements above may result in onerous penalties.

Thus, PartnerRe and AXIS Capital believe that the more responsible path forward is to ensure that such exchange would not trigger this onerous disclosure and penalty regime prior to initiating the exchange offer. Accordingly, PartnerRe and AXIS Capital have agreed in the amended amalgamation agreement to use commercially reasonable efforts to obtain a private letter ruling from the IRS to the effect that the issuance of preferred shares with terms contemplated by EXOR’s proposed exchange offer would not

result in a “listed transaction” or otherwise expose holders of the amalgamated company shares to tax shelter reporting obligations. The amended amalgamation agreement requires the amalgamated company to commence an exchange offer for the applicable preferred shares promptly upon the receipt of such a private letter ruling.

PartnerRe and Axis expect to mail supplemental proxy materials to shareholders in the near future.

About AXIS Capital

AXIS Capital is a Bermuda-based global provider of specialty lines insurance and treaty reinsurance with shareholders’ equity attributable to AXIS Capital at March 31, 2015 of $6.0 billion and locations in Bermuda, the United States, Europe, Singapore, Canada, Australia, and Latin America. Its operating subsidiaries have been assigned a rating of “A+” (“Strong”) by Standard & Poor’s and “A+” (“Superior”) by A.M. Best. For more information about AXIS Capital, visit our website at www.axiscapital.com.

About PartnerRe Ltd.

PartnerRe Ltd. is a leading global reinsurer, providing multi-line reinsurance to insurance companies. The Company, through its wholly owned subsidiaries, also offers capital markets products that include weather and credit protection to financial, industrial and service companies. Risks reinsured include property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property, specialty casualty, multi-line and other lines in its Non-life operations, mortality, longevity and accident and health in its Life and Health operations, and alternative risk products. For the year ended December 31, 2014, total revenues were $6.5 billion. At March 31, 2015, total assets were $22.5 billion, total capital was $8.0 billion and total shareholders` equity attributable to PartnerRe was $7.2 billion.

Important Information For Investors And Shareholders

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between PartnerRe Ltd. (“PartnerRe”) and AXIS Capital Holdings Limited (“AXIS”). In connection with this proposed business combination, PartnerRe and AXIS have filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), and a definitive joint proxy statement/prospectus of PartnerRe and AXIS and other documents related to the proposed transaction. This communication is not a substitute for any such documents. The registration statement was declared effective by the SEC on June 1, 2015 and the definitive proxy statement/prospectus has been mailed to shareholders of PartnerRe and AXIS. INVESTORS AND SECURITY HOLDERS OF PARTNERRE AND AXIS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. A definitive proxy statement has been mailed to shareholders of PartnerRe and AXIS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by PartnerRe and/or AXIS through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by PartnerRe are available free of charge on PartnerRe’s internet website at http://www.partnerre.com or by contacting PartnerRe’s Investor Relations Director by email at robin.sidders@partnerre.com or by phone at 1-441-294-5216. Copies of the documents filed with the SEC by AXIS are available free of charge on AXIS’ internet website at http://www.axiscapital.com or by contacting AXIS’ Investor Relations Contact by email at linda.ventresca@axiscapital.com or by phone at 1-441-405-2727.

Participants in Solicitation

PartnerRe, AXIS, their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of PartnerRe is set forth in its Annual Report on

Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 26, 2015, its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on April 1, 2014, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which was filed with the SEC on May 4, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on January 29, 2015, May 16, 2014 and March 27, 2014. Information about the directors and executive officers of AXIS is set forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 23, 2015, its proxy statement for its 2014 annual meeting of stockholders, which was filed with the SEC on March 28, 2014, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which was filed with the SEC on May 4, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on March 11, 2015, January 29, 2015, August 7, 2014, June 26, 2014, March 27, 2014 and February 26, 2014.

These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC.

Forward Looking Statements

Certain statements in this communication regarding the proposed transaction between PartnerRe and AXIS are “forward-looking” statements. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “illustrative,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. These forward-looking statements, which are subject to risks, uncertainties and assumptions about PartnerRe and AXIS, may include projections of their respective future financial performance, their respective anticipated growth strategies and anticipated trends in their respective businesses. These statements are only predictions based on current expectations and projections about future events. There are important factors that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the risk factors set forth in PartnerRe’s and AXIS’ most recent reports on Form 10-K, Form 10-Q and other documents on file with the SEC and the factors given below:

· the failure to obtain the approval of shareholders of PartnerRe or AXIS in connection with the proposed transaction;

· the failure to consummate or delay in consummating the proposed transaction for other reasons;

· the timing to consummate the proposed transaction;

· the risk that a condition to closing of the proposed transaction may not be satisfied;

· the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated;

· AXIS’ or PartnerRe’s ability to achieve the synergies and value creation contemplated by the proposed transaction;

· the ability of either PartnerRe or AXIS to effectively integrate their businesses; and

· the diversion of management time on transaction-related issues.

PartnerRe’s forward-looking statements are based on assumptions that PartnerRe believes to be reasonable but that may not prove to be accurate. AXIS’ forward-looking statements are based on assumptions that AXIS believes to be reasonable but that may not prove to be accurate. Neither PartnerRe nor AXIS can guarantee future results, level of activity, performance or achievements. Moreover, neither PartnerRe nor AXIS assumes responsibility for the accuracy and completeness of any

of these forward-looking statements. PartnerRe and AXIS assume no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

AXIS Capital Holdings Limited:

Investors:
Linda Ventresca, (441) 405-2727
info@axiscapital.com
or
Media:
Kekst and Company
Michael Herley, (212) 521-4897
michael-herley@kekst.com

PartnerRe Ltd.:
Investor:
Robin Sidders, (441) 294-5216
robin.sidders@partnerre.com
or
Media:
Celia Powell, (441) 294-5210
celia.powell@partnerre.com
or
Sard Verbinnen & Co
Drew Brown/Robin Weinberg, (212) 687-8080