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
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Date
of report (Date of earliest event reported): September 28,
2009
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PartnerRe
Ltd.
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(Exact
Name of Registrant
as
Specified in Charter)
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Bermuda
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(State
or Other Jurisdiction of Incorporation)
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001-14536
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Not
Applicable
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Wellesley
House, 90 Pitts Bay Road, Pembroke, Bermuda
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HM
08
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (441)
292-0888
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
Amendments
to Transaction Agreement and Block Purchase Agreement
As previously disclosed, on July 4,
2009, PartnerRe Ltd., a Bermuda exempted company (“PartnerRe”), entered into
agreements to effect a three-step acquisition of all of the outstanding common
shares of PARIS RE Holdings Limited, a French-listed, Swiss domiciled
diversified reinsurer (“Paris
Re”). On September 28, 2009, PartnerRe entered into amendments
(collectively, the “Structural
Amendments”) to certain of these agreements designed to expedite the
acquisition by bypassing the intermediate step of the Exchange Offer and
proceeding directly with the Merger (in each case, as described
below).
Transaction
Structure
The first step of the transaction
structure remains unaffected by the Structural Amendments: PartnerRe,
through a wholly-owned subsidiary (“Acquisition Subsidiary”), will
purchase (the “Block
Purchase”) all of the Paris Re common shares and Paris Re warrants held
by six private equity firms and their related investment vehicles (collectively,
the “Block Sellers”)
pursuant to the terms of a Securities Purchase Agreement dated July 4, 2009 (as
amended, the “Block Purchase
Agreement”). Under the Block Purchase Agreement, PartnerRe
will acquire approximately 57.5% of the outstanding Paris Re common shares.
These shares, when added together with the approximately 6.1% of the outstanding
Paris Re common shares that PartnerRe purchased from certain other Paris Re
shareholders prior to the announcement of the Paris Re acquisition and the
additional 19.5% of the outstanding Paris Re common shares that PartnerRe
subsequently committed to acquire from certain other Paris Re shareholders (the
“Post-Announcement
Sellers”) simultaneously with the closing of the Block Purchase, will
give PartnerRe an aggregate ownership of approximately 83.1% of the outstanding
Paris Re common shares following the closing of the Block Purchase.
Under the originally contemplated
transaction structure, the second step of the Paris Re acquisition involved the
making of a voluntary public exchange offer (the “Exchange Offer”) by
Acquisition Subsidiary for all remaining outstanding Paris Re common shares and
Paris Re warrants pursuant to the terms of a Transaction Agreement dated July 4,
2009 among the Company, Paris Re and Acquisition Subsidiary (the “Transaction Agreement”). The
third step of the originally contemplated transaction structure involved the
acquisition by PartnerRe of the remaining outstanding Paris Re common shares
through a compulsory merger of Paris Re with and into Acquisition Subsidiary in
accordance with Swiss law (the “Merger”). PartnerRe’s
obligation to effect the Merger was conditioned on PartnerRe and its affiliates
owning at least 90% of the outstanding Paris Re common shares following the
closing of the Exchange Offer.
On September 28, 2009, the parties to
the Transaction Agreement entered into Amendment No. 1 (the “Transaction Agreement
Amendment”) to the Transaction Agreement. Under the terms of
the Transaction Agreement Amendment, the parties agreed to move directly to a
vote on the Merger in lieu of the Exchange Offer. To this end, PartnerRe has
agreed, as soon as reasonably practicable after the closing of the Block
Purchase, to cause Paris Re to call and hold a meeting of the Paris Re
shareholders for the purpose of approving the Merger.
Under Swiss law, the Merger cannot be
consummated unless holders of at least 90% of the outstanding Paris Re voting
rights vote in favor of the Merger in accordance with the
requirements of Swiss law. In addition, the Merger is subject to
other customary conditions, including (i) the absence of applicable law
prohibiting or preventing the completion of the Merger, (ii) the approval for
listing on the New York Stock Exchange of the PartnerRe common shares to be
issued in the Merger and (iii) the listing of PartnerRe’s common shares on
Euronext Paris. If the Merger is effected, PartnerRe would acquire
all remaining outstanding Paris Re common shares not owned by PartnerRe and its
affiliates, with Acquisition Subsidiary surviving the Merger as a wholly-owned
subsidiary of PartnerRe. In such case, the Exchange Offer would no
longer be necessary. If, however, the requisite Paris Re shareholder
vote to approve the Merger is not obtained at a meeting of Paris Re shareholders
called for such purpose or if the Merger is not effective on or prior to January
31, 2010, the original transaction structure will be reinstated.
The per share consideration being
offered in each step of the transaction is unchanged as a result of the
Structural Amendments. In each step of the acquisition, PartnerRe has
exchanged or will exchange 0.300 PartnerRe common shares for each Paris Re
common share. The consideration payable in all steps of the transaction remains
subject to adjustment up or down if the parties’ relative tangible book values
diverge significantly prior to the closing of the Block Purchase. In addition,
the number of PartnerRe common shares payable for each Paris Re
common
share in the Merger will be appropriately adjusted upwards to account for any
dividends declared on the PartnerRe common shares having a record date following
the closing of the Block Purchase and prior to the effective time of the
Merger.
The Block Purchase is expected to close
in early October
2009. As a result of the Structural Amendments, and assuming the
satisfaction of all conditions to the closing of the Block Purchase and the
Merger, the Merger is expected to close in December of 2009 as opposed to the
first quarter of 2010, which had been anticipated under the original transaction
structure.
Prior to the date the Paris Re
shareholders vote on the Merger, each of PartnerRe and Paris Re have committed
to use their commercially reasonable efforts to ensure that the requisite Paris
Re shareholder approval will be obtained to approve the Merger. In
this regard, PartnerRe may enter into agreements to purchase additional Paris Re
common shares or may enter into voting arrangements with Paris Re shareholders
in connection with the Merger vote. Such purchases will be disclosed
in filings with the Securities and Exchange Commission and with the Autorité des marchés
financiers (the French listing authority) as required. In
addition, PartnerRe has agreed to use its reasonable best efforts to cause its
common shares to be listed on Euronext Paris prior to the effective time of the
Merger.
Share Capital
Repayment
As previously announced, Paris Re
intends, subject to obtaining the requisite regulatory approvals, to effect an
extraordinary cash distribution by way of a capital reduction (the “Share Capital Repayment”) to
holders of Paris Re common shares of CHF 4.17 per Paris Re common share (the
Swiss franc equivalent of $3.85 as of July 7, 2009, the date on which Paris Re
fixed the U.S. dollar/Swiss franc currency exchange rate to be used for the
Share Capital Repayment). Under the Transaction Agreement, the
earliest the Share Capital Repayment could be paid is immediately prior to the
closing of the Block Purchase if all conditions precedent to its payment have
been satisfied in full prior to that time. Due to the timing
associated with obtaining the necessary regulatory approvals, however, these
conditions precedent may not be satisfied prior to the closing of the Block
Purchase.
In this case, under the Transaction
Agreement Amendment, the full amount of Share Capital Repayment will be paid to
the remaining holders of Paris Re common shares at the earlier of (i)
immediately prior to the effective time of the Merger and (ii) the fourth
business day after the later to occur of (A) the date on which all conditions
precedent to the payment of the Share Capital Repayment have been satisfied and
(B) the date on which Acquisition Subsidiary and its affiliates have acquired,
entered into binding, irrevocable commitments to acquire, and/or obtained
irrevocable, unconditional voting commitments in respect of, a number of Paris
Re common shares sufficient to ensure the approval of the Merger.
The Block Purchase Agreement further
provides that if the Share Capital Repayment is not paid prior to the closing of
the Block Purchase, each of the Block Sellers and the Post-Announcement Sellers
will receive the Share Capital Repayment at the closing of the Block Purchase in
the form of a promissory note issued by PartnerRe. Under Amendment
No. 2 (the “Block Purchase
Agreement Amendment”) to the Block Purchase Agreement entered into
simultaneously with the Transaction Agreement Amendment, PartnerRe amended the
maturity date of the promissory notes to be issued to the Block Sellers at the
closing of the Block Purchase. As amended, the promissory notes will
become due and payable in full at the earliest of (i) one day after the
effective time of the Merger, (ii) three months after the termination of the
Transaction Agreement, (iii) one day after the Share Capital Repayment is paid
in full and (iv) five months after the closing of the Block
Purchase. Separately, PartnerRe has agreed that any promissory notes
issued by PartnerRe to the Post-Announcement Sellers at the closing of the Block
Purchase will be prepaid in full no later than the maturity date of the
promissory notes issued to the Block Sellers.
Except as otherwise amended by the
Transaction Agreement Amendment and Block Purchase Agreement Amendment, the
terms and conditions of the Transaction Agreement and Block Purchase Agreement
remain in full force and effect. The foregoing description of the
Transaction Agreement Amendment and Block Purchase Agreement Amendment does not
purport to be complete and is qualified in its entirety by reference to the
Transaction Agreement Amendment and Block Purchase Agreement Amendment, copies
of which are attached as Exhibits 2.1 and 2.2, respectively.
Securities
Purchase Agreement with Mr. Hans-Peter Gerhardt
As previously announced,
contemporaneously with entering into the Block Purchase Agreement and the
Transaction Agreement, PartnerRe entered into a tender and support agreement
with Mr. Hans-Peter Gerhardt, the chief executive officer of Paris Re,
pursuant to which Mr. Gerhardt agreed to tender all of his Paris Re
warrants in the Exchange Offer. Given the amendments to the
transaction structure described above, Mr. Gerhardt has entered into a
securities purchase agreement with PartnerRe and Acquisition Subsidiary pursuant
to which Mr. Gerhardt has agreed to sell all his Paris Re warrants to
PartnerRe contemporaneously with the closing of the Block
Purchase. The purchase price payable to Mr. Gerhardt for his Paris Re
warrants is the same per warrant consideration payable to holders of Paris Re
warrants in the Block Purchase. In addition, Mr. Gerhardt agreed
in the securities purchase agreement to vote his Paris Re common shares, among
other things, in favor of the approval and adoption of the Merger. In
connection with entering into the securities purchase agreement, the tender and
support agreement with Mr. Gerhardt was terminated.
The foregoing description of the
securities purchase agreement among PartnerRe, Acquisition Subsidiary and Mr.
Gerhardt does not purport to be complete and is qualified in its entirety by
reference to such securities purchase agreement, which is filed as Exhibit
2.3.
Item
8.01 Other events
On September 28, 2009, PartnerRe issued
a press release announcing the amendments described above. The press
release is filed as Exhibit 99.1 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits
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2.1
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Amendment
No. 1 to the Transaction Agreement dated as of September 28, 2009 among
PartnerRe Ltd., PARIS RE Holdings Limited and PartnerRe Holdings II
Switzerland GmbH
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2.2
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Amendment
No. 2 to the Securities Purchase Agreement dated as of September 28, 2009
among PartnerRe Ltd., PartnerRe Holdings II Switzerland GmbH, PARIS RE
Holdings Limited and the sellers named therein
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2.3
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Securities
Purchase Agreement dated as of September 28, 2009 among PartnerRe Ltd.,
PartnerRe Holdings II Switzerland GmbH and Mr. Hans-Peter
Gerhardt
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99.1
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Press
Release of PartnerRe Ltd., dated September 28,
2009
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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.
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PartnerRe
Ltd.
(Registrant)
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Date:
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September
29, 2009
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By:
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/s/
Amanda E. Sodergren
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Name:
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Amanda
E. Sodergren
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Title:
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Chief
Legal Counsel
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Exhibit
Index
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2.1
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Amendment
No. 1 to the Transaction Agreement dated as of September 28, 2009 among
PartnerRe Ltd., PARIS RE Holdings Limited and PartnerRe Holdings II
Switzerland GmbH
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2.2
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Amendment
No. 2 to the Securities Purchase Agreement dated as of September 28, 2009
among PartnerRe Ltd., PartnerRe Holdings II Switzerland GmbH, PARIS RE
Holdings Limited and the sellers named therein
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2.3
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Securities
Purchase Agreement dated as of September 28, 2009 among PartnerRe Ltd.,
PartnerRe Holdings II Switzerland GmbH and Mr. Hans-Peter
Gerhardt
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99.1
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Press
Release of PartnerRe Ltd., dated September 28,
2009
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