Item 1.01 |
Entry Into A Material Definitive Agreement. |
Fourth Amendment to Amended and Restated Letter of Credit Reimbursement Agreement
On October 31, 2023, Renaissance Reinsurance Ltd. (“RRL”), a subsidiary of RenaissanceRe Holdings Ltd. (the “Company”), entered into the Fourth Amendment to Amended and Restated Letter of Credit Reimbursement Agreement (the “Fourth Amendment”), by and among RRL, as borrower, ING Bank N.V., London Branch (“ING”), as agent (the “Agent”) and as a lender, and Bank of Montreal, London Branch, as a lender (“BMO” and, together with ING, the “Lenders”), which amended the Amended and Restated Letter of Credit Reimbursement Agreement, dated as of November 7, 2019 (as amended, the “Reimbursement Agreement”), evidencing a secured letter of credit facility (the “Facility”) and providing for the issuance of a letter of credit (the “Letter of Credit”) for the account of RRL to support business written by RRL’s Lloyd’s syndicate, Syndicate 1458.
Pursuant to the Fourth Amendment, (i) the stated amount of the Letter of Credit was reduced from $275 million to $225 million; (ii) the term of the Facility was extended until the date that is four years from the date of notice from ING to the beneficiary of the Letters of Credit, which notice is required to be given not later than December 31, 2023 and (iii) a new provision was added to provide customary rights and obligations to the Agent and the Lenders should an erroneous payment occur.
The descriptions of the Fourth Amendment and Facility contained herein are qualified in their entirety by reference to the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference, and the Reimbursement Agreement, a copy of which was previously filed.
Amendment to Master Agreement for Issuance of Payment Instruments
On November 1, 2023, RRL and certain other subsidiaries of the Company, RenaissanceRe Specialty U.S. Ltd. (“RSUSL”), Renaissance Reinsurance U.S. Inc. (“RRUS”) and RenaissanceRe Europe AG (“RREAG” and together RRL, RSUSL and RRUS, collectively, the “Unsecured Companies”) entered into an Amendment to Master Agreement for Issuance of Payment Instruments (the “Unsecured Facility Amendment”) by and among the Unsecured Companies and Citibank Europe Plc (“CEP”), which amended the Master Agreement for Issuance of Payment Instruments, dated March 22, 2019 (the “Unsecured Master Agreement”) by and among the Unsecured Companies and CEP.
The Unsecured Master Agreement evidences an uncommitted, unsecured letter of credit facility pursuant to which CEP or one of its correspondents may issue letters of credit in multiple currencies for the account of one or more of the Unsecured Companies. The obligations of the Unsecured Companies under the Unsecured Master Agreement are guaranteed by the Company.
The Unsecured Facility Amendment, among other things, (i) increased the minimum size of financial indebtedness necessary to trigger a cross default to $200 million (up from $100 million) and (ii) added a requirement that CEP provide notice of certain failures to pay before a non-payment Event of Default occurs.
The descriptions of the Unsecured Facility Amendment and Unsecured Master Agreement contained herein is qualified in its entirety by reference to the Unsecured Facility Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference, and to the Unsecured Master Agreement, a copy of which was previously filed.
Accession Undertaking
On November 1, 2023, Validus Reinsurance, Ltd. (“VRB”) and Validus Reinsurance (Switzerland) Ltd (“VRS”) entered into an Accession Undertaking by and among VRB, VRS and CEP (the “Accession Undertaking”) pursuant to which VRB and VRS each acceded to the Unsecured Master Agreement and acceded to the rights, and assumed the obligations, of a “Company” thereunder.