SCHEDULE TO
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of
1934
IPC HOLDINGS, LTD.
(Name of Subject Company
(Issuer))
VALIDUS HOLDINGS,
LTD.
(Name of Filing Persons
(Offeror))
COMMON
SHARES, PAR VALUE $0.01 PER SHARE
(Title
of Class of Securities)
G4933P101
(CUSIP
Number of Class of Securities)
C. Jerome
Dill
Executive Vice President & General Counsel
Validus Holdings, Ltd.
19 Par-La-Ville Road, Hamilton, HM 11 Bermuda
(441) 278-9000
(Name,
address and telephone number of person authorized to receive
notices and communications on behalf of filing
persons)
With
Copies to:
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W. Leslie Duffy, Esq.
John Schuster, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000
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Stephen F. Arcano, Esq.
Todd E. Freed, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
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CALCULATION
OF FILING FEE
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Transaction Valuation*: $1,482,329,499.84
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Amount of Filing Fee**: $82,713.99
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Estimated for purposes of calculating the filing fee only.
Pursuant to
Rules 0-11(a)(4)
and 0-11(d) under the Securities Exchange Act of 1934, as
amended, the market value of the securities to be received was
calculated as the product of (i) 56,925,096 IPC Holdings,
Ltd. common shares (the sum of (x) 55,948,821 IPC Holdings,
Ltd. common shares outstanding as of April 9, 2009 (as
reported in the joint proxy/prospectus filed by IPC Holdings,
Ltd. and Max Capital Group Ltd. on May 7, 2009) and
(y) 976,275 IPC Holdings, Ltd. common shares issuable upon
the exercise or vesting of outstanding options, restricted
common shares, restricted share units and performance share
units, each as of March 31, 2009 (each as reported in the
Quarterly Report on
Form 10-Q
for the three months ended March 31, 2009 of IPC Holdings,
Ltd. filed on May 8, 2009 and (ii) the average of the
high and low sales prices of IPC Holdings, Ltd. common shares as
reported on the NASDAQ Global Select Market on May 7, 2009
($26.04). |
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The amount of filing fee is calculated in accordance with
Rule 0-11(a)(2)
under the Securities Exchange Act of 1934, as amended, and Fee
Rate Advisory #5 For Fiscal Year 2009 issued by the
Securities and Exchange Commission on March 11, 2009. Such
fee equals $55.80 per $1,000,000 of the transaction value. |
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount previously
paid: $84,262.55 Form
or registration no.: Schedule 14A
Filing Party: Validus Holdings,
Ltd. Date
Filed: April 16, 2009
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
þ third-party
tender offer subject to
Rule 14d-1.
o issuer
tender offer subject to
Rule 13e-4.
o going-private
transaction subject to
Rule 13e-3.
o amendment
to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
This Tender Offer Statement on Schedule TO (this
“Schedule TO”) is being filed by Validus
Holdings, Ltd., a Bermuda exempted company (“Validus”)
and relates to the third-party tender offer by Validus to
exchange all the issued and outstanding common shares, par value
$0.01 per share (the “Shares”) of IPC Holdings, Ltd.,
a Bermuda exempted company (the “Company”) for 1.2037
Validus voting common shares, par value $0.175 per share (the
“Validus Common Shares”) upon the terms and conditions
set forth in (1) the Offer to Exchange/Prospectus, dated
May 12, 2009 (the “Offer to Exchange”) and
(2) the related Letter of Transmittal (the offer reflected
by such terms and conditions, as they may be amended or
supplemented from time to time, constitutes the
“Offer”).
On May 12, 2009, Validus filed a Registration Statement on
Form S-4
(the “Registration Statement”), of which the Offer to
Exchange forms a part. The terms and conditions of the Offer are
set forth in the Offer to Exchange and the related Letter of
Transmittal, which are set forth as Exhibits (a)(1)(A) and
(a)(1)(B) hereto.
All information contained in the Offer to Exchange and the
Letter of Transmittal, and any prospectus supplement or other
supplement thereto related to the Offer, is hereby expressly
incorporated herein by reference in response to all items in
this Schedule TO, and as more precisely set forth below.
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ITEM 1.
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SUMMARY
TERM SHEET.
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The information set forth in the section of the Offer to
Exchange titled “Summary of the Exchange Offer” is
incorporated herein by reference.
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ITEM 2.
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SUBJECT
COMPANY INFORMATION.
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(a) As described in the Offer to Exchange, the subject
company and the issuer of the securities subject to the Offer is
IPC Holdings, Ltd., a Bermuda exempted company. Its principal
executive office is located at American International Building,
29 Richmond Road, Pembroke HM08, Bermuda and its telephone
number is
(441) 298-5100.
(b) This Schedule TO relates to the Company’s
Shares. Based upon information contained in the Annual Report on
Form 10-K
filed with the Securities and Exchange Commission by the Company
on February 27, 2009 (the “IPC
10-K”),
there were 55,943,297 Shares outstanding as of
February 23, 2009.
(c) The information concerning the principal market, if
any, in which the Shares are traded and certain high and low
sales prices for the Validus Common Shares in the principal
market in which it is traded set forth in the section of the
Offer to Exchange titled “Comparative Market Price and
Dividend Information” is incorporated herein by reference.
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ITEM 3.
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IDENTITY
AND BACKGROUND OF THE FILING PERSON.
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(a), (b), (c) The information set forth in the sections of
the Offer to Exchange titled “Summary of the Exchange
Offer — The Companies” and “The
Companies — Validus,” and Schedule I to the
Offer to Exchange, is incorporated herein by reference.
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ITEM 4.
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TERMS
OF THE TRANSACTION.
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(a)(1)(i) The information set forth in the sections of the Offer
to Exchange titled “Summary of the Exchange Offer” and
“The Exchange Offer” is incorporated herein by
reference.
(a)(1)(ii) The information set forth in the sections of the
Offer to Exchange titled “Summary of the Exchange
Offer,” “The Exchange Offer,” “The Exchange
Offer — Acceptance for Exchange, and Exchange, of IPC
Common Shares; Delivery of Validus Common Shares” and
“The Exchange Offer — Cash In Lieu of Fractional
Validus Common Shares” is incorporated herein by reference.
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(a)(1)(iii) The information set forth in the sections of the
Offer to Exchange titled “Summary of the Exchange
Offer — Expiration Time of the Exchange Offer”
and “The Exchange Offer — Expiration Time of the
Exchange Offer” is incorporated herein by reference.
(a)(1)(iv) The information set forth in the sections of the
Offer to Exchange titled “Summary of the Exchange
Offer,” “The Exchange Offer — Extension,
Termination and Amendment” and “The Exchange
Offer — Withdrawal Rights” is incorporated herein
by reference.
(a)(1)(v) The information set forth in the section of the Offer
to Exchange titled “Summary of the Exchange
Offer — Extension, Termination and Amendment” and
“The Exchange Offer — Extension, Termination and
Amendment” is incorporated herein by reference.
(a)(1)(vi) The information set forth in the section of the Offer
to Exchange titled “Summary of the Exchange
Offer — Withdrawal Rights” and “The Exchange
Offer — Withdrawal Rights” is incorporated herein
by reference.
(a)(1)(vii) The information set forth in the section of the
Offer to Exchange titled “The Exchange Offer —
Procedure for Tendering” and “The Exchange
Offer — Withdrawal Rights”) is incorporated
herein by reference.
(a)(1)(viii) The information set forth in the sections of the
Offer to Exchange titled “The Exchange Offer —
Acceptance for Exchange, and Exchange, of IPC Common Shares;
Delivery of Validus Common Shares” is incorporated herein
by reference.
(a)(1)(ix) Not applicable.
(a)(1)(x) The information set forth in the section of the Offer
to Exchange titled “The Exchange Offer — Effect
of the Exchange Offer on the Market for Shares of IPC Common
Shares; NASDAQ and Bermuda Stock Exchange Listing; Registration
under the Exchange Act; Margin Regulations” and
“Comparison of Shareholders’ Rights” is
incorporated herein by reference.
(a)(1)(xi) The information set forth in the section of the Offer
to Exchange titled “Summary of the Exchange
Offer — Accounting Treatment” and “The
Exchange Offer — Accounting Treatment” is
incorporated herein by reference.
(a)(1)(xii) The information set forth in the section of the
Offer to Exchange titled “Summary of the Exchange
Offer — Material U.S. Federal Income Tax
Consequences” and “The Exchange Offer —
Material U.S. Federal Income Tax Consequences” is
incorporated herein by reference.
(a)(2) Not applicable.
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ITEM 5.
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PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
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(a), (b) The information set forth in the sections of the
Offer to Exchange titled “The Acquisition, Background and
Reasons for the Exchange Offer” and “The Exchange
Offer — Certain Relationships With IPC and Interests
of Validus in the Exchange Offer” is incorporated herein by
reference.
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ITEM 6.
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PURPOSES
OF THE TRANSACTION AND PLANS OR PROPOSALS.
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(a), (c)(1), (3-7) The information set forth in the sections of
the Offer to Exchange titled “Summary of the Exchange
Offer — Reasons for the Exchange Offer,”
“The Exchange Offer — Ownership of Validus After
the Exchange Offer,” “The Exchange Offer —
Purpose and Structure of the Exchange Offer,” “The
Exchange Offer — Plans for IPC” and
‘‘The Exchange Offer — Effect of the
Exchange Offer on the Market for IPC Common Shares; NASDAQ and
Bermuda Stock Exchange Listing; Registration under the Exchange
Act; Margin Regulations” is incorporated herein by
reference.
(c)(2) None.
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ITEM 7.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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(a), (b), (d) The information set forth in the sections of
the Offer to Exchange titled “Summary of the Exchange
Offer — Conditions of the Exchange Offer,”
“The Exchange Offer — Conditions of the Exchange
Offer” and “The Exchange Offer — Source and
Amount of Funds” is incorporated herein by reference.
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ITEM 8.
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INTEREST
IN SECURITIES OF THE SUBJECT COMPANY.
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The information set forth in the section of the Offer to
Exchange titled “The Companies — Validus”
and Schedule II of the Offer to Exchange is incorporated
herein by reference.
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ITEM 9.
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PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED.
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(a) The information set forth in the section of the Offer
to Exchange titled “The Exchange Offer — Fees and
Expenses” is incorporated herein by reference.
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ITEM 10.
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FINANCIAL
STATEMENTS.
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(a), (b) The information set forth in the sections of the
Offer to Exchange titled “Selected Historical Consolidated
Financial Data of Validus,” “Selected Historical
Consolidated Financial Data of IPC,” “Selected
Unaudited Condensed Consolidated Pro Forma Financial
Information,” “Comparative Per Share Data,”
“Ratio of Earnings to Fixed Charges” and “Where
You Can Find More Information” is incorporated herein by
reference.
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ITEM 11.
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ADDITIONAL
INFORMATION.
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(a)(1) The information set forth in the sections of the Offer to
Exchange titled “The Acquisition, Background and Reasons
for the Exchange Offer” and “The Exchange
Offer — Certain Relationships With IPC and Interests
of Validus in the Exchange Offer” is incorporated herein by
reference.
(a)(2), (3) The information set forth in the sections of
the Offer to Exchange titled “Summary of the
Offer — Regulatory Approval and Status,” and
“The Exchange Offer — Certain Legal Matters;
Regulatory Approvals” is incorporated herein by reference.
(a)(4) The information set forth in the sections of the Offer to
Exchange titled “The Exchange Offer — Effect of
the Exchange Offer on the Market for IPC Common Shares; NASDAQ
and Bermuda Stock Exchange Listing; Registration under the
Exchange Act; Margin Regulations” is incorporated herein by
reference.
(a)(5) The information set forth in the sections of the Offer to
Exchange titled “The Exchange Offer — Certain
Legal Matters; Regulatory Approvals” is incorporated herein
by reference.
(b) The information set forth in the Offer to Exchange and
the accompanying Letter of Transmittal is incorporated herein by
reference.
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(a)(1)(A)
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Form of Letter of Transmittal*
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(a)(1)(B)
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Form of Notice of Guaranteed Delivery*
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(a)(1)(C)
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Form of Letter to Brokers, Dealers, Banks, Trust Companies
and Other Nominees*
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(a)(1)(D)
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Form of Letter to Clients for Use by Brokers, Dealers, Banks,
Trust Companies and Other Nominees*
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(a)(2)
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Not Applicable
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(a)(3)
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Not Applicable
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(a)(4)
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Prospectus/Offer to Exchange*
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(a)(5)
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Form of Summary Advertisement
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(b)
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Not Applicable
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(d)
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Not Applicable
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(g)
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Not Applicable
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(h)
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Not Applicable
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Incorporated by Reference to the Validus Registration Statement
on
Form S-4
filed on May 12, 2009. |
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ITEM 13.
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INFORMATION
REQUIRED BY
SCHEDULE 13E-3.
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Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule TO
is true, complete and correct.
VALIDUS HOLDINGS, LTD.
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By:
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/s/ Joseph
E. (Jeff) Consolino
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Name: Joseph E. (Jeff) Consolino
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Title:
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Chief Financial Officer and Executive Vice President
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Date: May 12, 2009
5
EXHIBIT INDEX
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Exhibit No.
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Document
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(a)(1)(A)
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Form of Letter of Transmittal*
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(a)(1)(B)
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Form of Notice of Guaranteed Delivery*
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(a)(1)(C)
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Form of Letter to Brokers, Dealers, Banks, Trust Companies
and Other Nominees*
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(a)(1)(D)
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Form of Letter to Clients for Use by Brokers, Dealers, Banks,
Trust Companies and Other Nominees*
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(a)(2)
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Not Applicable
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(a)(3)
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Not Applicable
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(a)(4)
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Prospectus/Offer to Exchange*
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(a)(5)
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Form of Summary Advertisement
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(b)
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Not Applicable
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(d)
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Not Applicable
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(g)
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Not Applicable
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(h)
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Not Applicable
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Incorporated by Reference to the Validus Registration Statement
on
Form S-4
filed on May 12, 2009. |
6