Attached files
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EX-10.1 - EX-10.1 - MONTPELIER RE HOLDINGS LTD | a14-11942_1ex10d1.htm |
EX-10.2 - EX-10.2 - MONTPELIER RE HOLDINGS LTD | a14-11942_1ex10d2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 2, 2014
MONTPELIER RE HOLDINGS LTD.
(Exact Name of Registrant as Specified in Its Charter)
Bermuda |
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001-31468 |
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98-0428969 |
(State or Other Jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
Montpelier House
94 Pitts Bay Road
Pembroke HM 08
Bermuda
(Address of Principal Executive Offices)
Registrants telephone number, including area code: (441) 296-5550
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 2, 2014, Blue Capital Reinsurance Holdings Ltd. (Blue Capital) closed on a 364-day credit agreement (the Credit Agreement) which will allow it to borrow up to $20.0 million on a revolving basis for working capital and general corporate purposes. Montpelier Re Holdings Ltd. (Montpelier) currently owns 28.6% of Blue Capitals outstanding common shares and, pursuant to a guarantee agreement (the Guarantee Agreement), serves as a guarantor for the Credit Agreement.
The Credit Agreement will, among other things, permit Blue Capital and its subsidiaries to fully deploy all of the net proceeds it received pursuant to its November 2013 initial public offering and private placement during the initial year of its operations.
The Credit Agreement contains covenants that limits Blue Capitals and, to a lesser extent, Montpeliers ability, among other things, to grant liens on its assets, sell assets, merge or consolidate, incur debt and enter into certain transactions with affiliates.
If Blue Capital or Montpelier fails to comply with any these covenants, the issuer of the Credit Agreement could revoke the facility and exercise remedies against Blue Capital or Montpelier.
Blue Capital intends to pay Montpelier an annual fee of $25,000 in connection with the Guarantee Agreement.
The foregoing descriptions of the Credit Agreement and the Guarantee Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Credit Agreement dated as of May 2, 2014, among Blue Capital (as Borrower), the Guarantors party thereto (as Guarantors), Royal Bank of Canada (as Administrative Agent), RBC Capital Markets (as Arranger) and the Lenders party thereto.
10.2 Guarantee Agreement dated as of May 2, 2014, among Montpelier, and the other Guarantors party thereto and Royal Bank of Canada (as Administrative Agent).
SIGNATURE
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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Montpelier Re Holdings Ltd. (Registrant) | |
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May 5, 2014 |
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By: |
/s/ JONATHAN B. KIM |
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Date |
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Name: |
Jonathan B. Kim |
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Title: |
General Counsel, Secretary and Senior Vice President |
EXHIBIT INDEX
Exhibit No. |
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Description of Exhibits |
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10.1 |
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Credit Agreement dated as of May 2, 2014, among Blue Capital (as Borrower), the Guarantors party thereto (as Guarantors), Royal Bank of Canada (as Administrative Agent), RBC Capital Markets (as Arranger) and the Lenders party thereto. |
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10.2 |
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Guarantee Agreement dated as of May 2, 2014, among Montpelier, and the other Guarantors party thereto and Royal Bank of Canada (as Administrative Agent). |