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EX-10.1 - EXHIBIT 10.1 - ENDURANCE SPECIALTY HOLDINGS LTD | c02853exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2010
Endurance Specialty Holdings Ltd.
(Exact name of registrant as specified in its charter)
Bermuda | 1-31599 | 98-032908 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Wellesley House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda |
|
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (441) 278-0440
Not Applicable
(Former name or former address, if changed since last report.)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.02. Termination of a Material Definitive Agreement
On June 18, 2010, Endurance Specialty Holdings Ltd. (the Company), Deutsche Bank AG, London
Branch (Deutsche Bank) and Deutsche Bank Securities Inc. (collectively with the Company, the
Parties) entered into an agreement (the Termination Agreement) to terminate prior to the
scheduled termination, subject to market conditions, the transaction contemplated by the equity
forward sale agreement (the Forward Sale Agreement) entered into by the Parties on September 10,
2007. Under the terms of the Forward Sale Agreement, the Company was entitled to sell an aggregate
of between 2,984,772 and 4,786,827 of its ordinary shares, par value U.S.$1.00 per share, to
Deutsche Bank, subject to the Companys right to cash settle or net share settle such agreement,
for which the Company would have received approximately $150 million upon settlement. The
Termination Agreement provides for settlement of the obligations between the Parties to be made in
cash. The Company has not issued any of its ordinary shares under the Forward Sale Agreement or
the Termination Agreement.
The Company determined that terminating the Forward Sale Agreement at this time was in its
best interest due to the price of the Companys Ordinary Shares and the value inherent in the
Forward Sale Agreement. The Company has not incurred any early termination penalties in connection
with the termination of the Forward Sale Agreement.
The Termination Agreement is attached hereto as Exhibit 10.1 and the Forward Sale Agreement is
attached as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on September 12, 2007.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 | Termination Agreement, dated June 18, 2010, among Endurance
Specialty Holdings Ltd., Deutsche Bank AG, London Branch and Deutsche Bank
Securities Inc. |
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 thereunto duly authorized.
Dated: June 24, 2010
By: | /s/ John V. Del Col | |||
Name: | John V. Del Col | |||
Title: | General Counsel & Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |||
10.1 | Termination Agreement, dated June 18, 2010, among Endurance Specialty Holdings Ltd.,
Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc. |