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PartnerRe 8-K 2009 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
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):
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
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.
Exhibit
Index
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