Form 8-K ENDURANCE SPECIALTY HOLD For: Jul 31
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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
July 31, 2015
Date of Report (Date of earliest event reported)
Endurance Specialty Holdings Ltd.
(Exact name of registrant as specified in its charter)
| Bermuda | 1-31599 | 98-0392908 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda
(Address of principal executive offices, including zip code)
(441) 278-0400
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 |
As previously disclosed in the Current Report on Form 8-K filed by Endurance Specialty Holdings Ltd., a Bermuda exempted company (the “Company”), on April 1, 2015, the Company entered into an Agreement and Plan of Merger, dated as of March 31, 2015 (the “Merger Agreement”), with Montpelier Re Holdings Ltd., a Bermuda exempted company (“Montpelier”), and Millhill Holdings Ltd., a Bermuda exempted company and a direct, wholly-owned subsidiary of the Company (“Merger Sub”).
Pursuant to the Merger Agreement, on July 31, 2015, Montpelier merged with and into Merger Sub (the “First Merger”), with Merger Sub surviving the First Merger as a direct, wholly-owned subsidiary of the Company (the “Surviving Company”). Immediately after the completion of the First Merger, the Surviving Company was merged with and into the Company (the “Second Merger”), with the Company continuing as the surviving company in such merger.
Senior Notes Indenture
In connection with the First Merger, Merger Sub and the Bank of New York Mellon, as trustee (the “Senior Notes Trustee”), entered into the Third Supplemental Indenture, dated as of July 31, 2015 (the “Third Supplemental Indenture”), to the Indenture, dated as of July 15, 2003, by and between Montpelier, as issuer, and the Senior Notes Trustee (as amended and supplemented from time to time, the “Senior Notes Indenture”). In connection with the Second Merger, the Company and the Senior Notes Trustee, entered into the Fourth Supplemental Indenture, dated as of July 31, 2015, to the Senior Notes Indenture (the “Fourth Supplemental Indenture” and, together with the Third Supplemental Indenture, the “Senior Notes Supplemental Indentures”). The Senior Notes Supplemental Indentures provide for the unconditional assumption of the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts (as defined in the Senior Notes Indenture) with respect to all the 4.70% Senior Unsecured Notes Due 2022 (the “2022 Senior Notes”) and the performance of every obligation in the Senior Notes Indenture and the Outstanding 2022 Senior Notes to be performed or observed. Capitalized terms used but not defined in this description of the 2022 Senior Notes have the meanings ascribed to such terms in the Senior Notes Indenture.
Montpelier originally issued the 2022 Senior Notes on October 2, 2012 in an aggregate principal amount of $300 million. The 2022 Senior Notes bear a rate of interest equal to 4.70% per annum, payable semi-annually in arrears on April 15 and October 15 of each year. The 2022 Senior Notes mature on October 15, 2022.
The 2022 Senior Notes are not convertible into shares of common stock of the issuer and/or exchangeable for other securities.
The 2022 Senior Notes are redeemable as a whole at any time or in part from time to time, at the option of the issuer, at a “make whole” redemption price equal to the greater of (i) 100% of the principal amount of the 2022 Senior Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (other than accrued interest) on the 2022 Senior Notes being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points plus, in either case, any interest accrued but not paid to the Redemption Date.
The foregoing descriptions of the Third Supplemental Indenture and Fourth Supplemental Indenture are qualified in their entirety by reference to the full text of the Third Supplemental Indenture and Fourth Supplemental Indenture, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Junior Subordinated Indenture
In connection with the First Merger, Merger Sub and Wilmington Trust Company, as Trustee (the “Preferred Securities Trustee”), entered into the First Supplemental Indenture, dated as of July 31, 2015 (the “First Supplemental Indenture”), to the Junior Subordinated Indenture, dated as of January 6, 2006, by and between Montpelier, as issuer, and the Preferred Securities Trustee (as amended and supplemented from time to time, the
“Junior Subordinated Indenture”). In connection with the Second Merger, the Company and the Preferred Securities Trustee entered into the Second Supplemental Indenture, dated as of July 31, 2015, to the Junior Subordinated Indenture (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture, the “Junior Subordinated Supplemental Indentures”). The Junior Subordinated Supplemental Indentures provide for the express assumption of the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all of the Trust Preferred Securities and the performance of every covenant of the Junior Subordinated Indenture on the part of Montpelier to be performed or observed. Capitalized terms used but not defined in this description of the Trust Preferred Securities have the meanings ascribed to such terms in the Junior Subordinated Indenture.
The Trust Preferred Securities are redeemable as a whole at any time or in part from time to time, at the option of the issuer at a Redemption Price equal to 100% of the principal amount thereof (or of the redeemed portion thereof, as applicable) plus accrued interest, including any Additional Interest, to but excluding the date fixed for redemption; provided, that the issuer shall have received the prior approval of any applicable insurance regulatory authority therefor with respect to such redemption if then required.
Upon the occurrence of an Investment Company Event or a Tax Event, the Trust Preferred Securities are redeemable in whole, but not in part, at the option of the issuer at a redemption price equal to 100% of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption; provided, that the issuer shall have received the prior approval of any applicable insurance regulatory authority therefor with respect to such redemption if then required.
The foregoing descriptions of the First Supplemental Indenture and Second Supplemental Indenture are qualified in their entirety by reference to the full text of the First Supplemental Indenture and Second Supplemental Indenture, copies of which are attached as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. Pursuant to the Merger Agreement, on July 31, 2015, the First Merger was completed. As consideration for the First Merger, each share of common stock, 1/6 cent par value per share, of Montpelier (the “Montpelier Common Shares”) issued and outstanding immediately prior to the effective time of the First Merger (other than certain Montpelier Common Shares which were canceled for no consideration as set forth in the Merger Agreement), were canceled and converted into the right to receive 0.472 of an ordinary share, par value $1.00 per share, of the Company (the “Company Ordinary Shares”), together with cash in lieu of fractional Company Ordinary Shares, if any (the “Merger Consideration”). In addition, pursuant to the terms and conditions of the Merger Agreement and prior to the effective time of the First Merger, Montpelier paid a special dividend of $9.89 per Montpelier Common Share to the holders of record of issued and outstanding Montpelier Common Shares as of July 30, 2015, the record date for such special dividend. The Company issued approximately 20,686,659 Company Ordinary Shares, and paid approximately $2,706.87 in cash, to the holders of the Montpelier Common Shares in connection with the First Merger. Immediately after the completion of the First Merger, the Second Merger was completed.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 1, 2015 and is incorporated by reference herein.
A copy of the Company press release, dated July 31, 2015, announcing the completion of the First Merger is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation Under an Off-Balance Sheet Arrangement of a Registrant |
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) In connection with the First Merger, and effective as of July 31, 2015, former Montpelier directors, Morgan W. Davis, Nicholas C. Marsh and Ian M. Winchester, were appointed to the Company’s Board of Directors.
As shareholders of Montpelier, such three new directors received the Merger Consideration and the special dividend in respect of their Montpelier Common Shares.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired. The information contained in the following Securities and Exchange Commission (“SEC”) filings is incorporated herein by reference:
| • | the joint proxy statement/prospectus, which forms a part of the Registration Statement on Form S-4 filed with the SEC on May 8, 2015 (Registration Number 333-204019); |
| • | the Montpelier Annual Report on Form 10-K for the year ended December 31, 2014, filed February 25, 2015, and as amended by Form 10-K/A, filed March 31, 2015; |
| • | the Montpelier Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, filed on May 8, 2014, and March 31, 2015, filed on May 4, 2015; and |
| • | the Montpelier Current Reports on Form 8-K filed on March 31, 2015, April 1, 2015 and May 15, 2015. |
(b) Pro Forma Financial Information. The information contained in the joint proxy statement/prospectus, which forms a part of the Registration Statement on Form S-4 filed with the SEC on May 8, 2015 (Registration Number 333-204019), is incorporated herein by reference.
(d) Exhibits.
| Exhibit |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of March 31, 2015, by and among the Company, Montpelier and Merger Sub (incorporated by reference to the Current Report on Form 8-K filed on April 1, 2015). | |
| 10.1 | Third Supplemental Indenture, dated as of July 31, 2015, between Millhill Holdings Ltd. and The Bank of New York Mellon Trust Company, National Association | |
| 10.2 | Fourth Supplemental Indenture, dated as of July 31, 2015 between Endurance Specialty Holdings Ltd. and The Bank of New York Mellon Trust Company, National Association | |
| 10.3 | First Supplemental Indenture, dated as of July 31, 2015, between Millhill Holdings Ltd. and Wilmington Trust Company | |
| 10.4 | Second Supplemental Indenture, dated as of July 31, 2015, between Endurance Specialty Holdings Ltd. and Wilmington Trust Company | |
| 99.1 | Press Release, dated July 31, 2015. | |
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 thereunto duly authorized.
Dated: August 3, 2015
| By: | /s/ John V. Del Col | |
| Name: | John V. Del Col | |
| Title: | General Counsel & Secretary |
Exhibit 10.1
EXECUTION VERSION
THIRD SUPPLEMENTAL INDENTURE
BY AND BETWEEN
MILLHILL HOLDINGS LTD.,
AS ISSUER
AND
THE BANK OF NEW YORK MELLON,
AS TRUSTEE
DATED AS OF JULY 31, 2015
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2015, between MILLHILL HOLDINGS LTD., a Bermuda exempted company (the “New Issuer”), and THE BANK OF NEW YORK MELLON (as successor to The Bank of New York), as trustee under the Indenture referred to below (the “Trustee”).
RECITALS
WHEREAS, Montpelier Re Holdings Ltd., a Bermuda exempted company (“Montpelier”), has heretofore executed and delivered to the Trustee an indenture dated as of July 15, 2003, as supplemented by the First Supplemental Indenture thereto, dated as of July 30, 2003 (the “First Supplemental Indenture”) and as further supplemented by the Second Supplemental Indenture thereto, dated as of October 5, 2012 (the “Second Supplemental Indenture”) (as heretofore amended, supplemented or otherwise modified by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”) between Montpelier, as issuer, and the Trustee (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Indenture);
WHEREAS, pursuant to the Agreement and Plan of Merger, dated March 31, 2015, among Endurance Specialty Holdings Ltd. (“Endurance”), Montpelier and the New Issuer, Montpelier will merge with and into the New Issuer, with the New Issuer surviving the merger as a direct, wholly-owned subsidiary of Endurance;
WHEREAS, Section 11.1 of the Indenture provides that if Montpelier merges into another Person, the Person into which Montpelier is merged (1) shall be a Corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda, or any other country (including under the laws of any state, province or other political subdivision thereof) which is on the date of the Indenture (or, with respect to the Notes issued pursuant to the Second Supplemental Indenture, the date of the Second Supplemental Indenture) a member of the Organization for Economic Cooperation and Development and (2) shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental thereto, executed by the successor Person and delivered to the Trustee, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in the Indenture and the Outstanding Securities on the part of Montpelier to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities;
WHEREAS, the New Issuer is a Bermuda exempted company;
WHEREAS, Section 10.1 of the Indenture provides that without the consent of any Holders, Montpelier, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture to evidence the succession of another Person to Montpelier, or
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successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of Montpelier under the Indenture and the Securities, in each case in compliance with the Indenture; and
WHEREAS, all acts and requirements necessary to authorize the execution and delivery of this Supplemental Indenture have been done or performed.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Issuer and the Trustee mutually covenant and agree as follows:
ARTICLE I
Successor Issuer
Section 1.1 Agreement to Assume Obligations. The New Issuer hereby agrees to unconditionally assume the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in the Indenture and the Outstanding Securities on the part of Montpelier to be performed or observed.
Section 1.2 Amendment to Section 13.5 of the Indenture. Section 13.5 of the Indenture is hereby deleted in its entirety and replaced as follows:
“Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities of any series on the Company may be given or served by registered mail addressed (until another address is filed by the Company with the Trustee) as follows: Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda, Attention: Chief Financial Officer. Any notice, direction, request or demand by the Company or any Holders of Securities of any series to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if received at the Corporate Trust Office of such Trustee.”
Section 1.3 Notices. All notices or other communications to the New Issuer shall be given as provided in Section 13.5 of the Indenture, as amended by this Supplemental Indenture, at the address provided therein for the Company.
Section 1.4 Release of Obligations of Montpelier. Montpelier is hereby automatically released and discharged from all obligations under the Indenture and the Securities, without any further action on the part of Montpelier or the Trustee.
ARTICLE II
Miscellaneous Provisions
Section 2.1 Ratification and Incorporation of Indenture. As supplemented hereby, the Base Indenture is in all respects ratified and confirmed, and the Base Indenture as
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supplemented by this Supplemental Indenture shall be read, taken and construed as one and the same instrument. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture will govern and be controlling.
Section 2.2 Counterparts. This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 2.3 Governing Law. This Supplemental Indenture and the rights and obligations of each of the Holders, the New Issuer and the Trustee shall be construed and enforced in accordance with and governed by the laws of the State of New York without reference to its conflict of laws provisions (other than Sections 5-1401 and 5-1402 of the General Obligations Law).
Section 2.4 Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 2.5 Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the New Issuer and not of the Trustee.
Section 2.6 Separability: In case any provision of this Supplemental Indenture or of the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 2.7 Submission to Jurisdiction: ANY JUDICIAL PROCEEDINGS INSTITUTED IN RELATION TO ANY MATTER ARISING UNDER THIS SUPPLEMENTAL INDENTURE, THE SECURITIES APPERTAINING THERETO MAY BE BROUGHT IN ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, NEW YORK TO THE EXTENT THAT SUCH COURT HAS SUBJECT MATTER JURISDICTION OVER THE CONTROVERSY, AND, BY EXECUTION AND DELIVERY OF THIS SUPPLEMENTAL INDENTURE, THE NEW ISSUER HEREBY IRREVOCABLY ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS, ACKNOWLEDGES THEIR COMPETENCE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED IN SUCH PROCEEDING. THE NEW ISSUER ALSO IRREVOCABLY AND UNCONDITIONALLY WAIVES FOR THE BENEFIT OF THE TRUSTEE AND THE HOLDERS OF THE SECURITIES ANY IMMUNITY FROM JURISDICTION AND ANY IMMUNITY FROM LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN THE AID OF EXECUTION, EXECUTION OR OTHERWISE) IN RESPECT OF THIS SUPPLEMENTAL INDENTURE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY ANY LAW OR LIMIT THE RIGHT OF THE TRUSTEE OR ANY HOLDER TO INSTITUTE PROCEEDINGS AGAINST THE NEW ISSUER IN THE COURTS OF ANY OTHER JURISDICTION OR JURISDICTIONS.
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[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| MILLHILL HOLDINGS LTD. | ||
| By: | /s/ John V. Del Col | |
| Name: | John V. Del Col | |
| Title: | Vice President | |
| THE BANK OF NEW YORK MELLON, as Trustee | ||
| By: | /s/ Laurence J. O’Brien | |
| Name: | Laurence J. O’Brien | |
| Title: | Vice President | |
[Signature Page to Third Supplemental Indenture]
Acknowledged by:
MONTPELIER RE HOLDINGS LTD.
| By: | /s/ Michael S. Paquette | |
| Name: | Michael S. Paquette | |
| Title: | Executive Vice President & Chief Financial Officer |
[Signature Page to Third Supplemental Indenture]
Exhibit 10.2
EXECUTION VERSION
FOURTH SUPPLEMENTAL INDENTURE
BY AND BETWEEN
ENDURANCE SPECIALTY HOLDINGS LTD.,
AS ISSUER
AND
THE BANK OF NEW YORK MELLON,
AS TRUSTEE
DATED AS OF JULY 31, 2015
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2015, between ENDURANCE SPECIALTY HOLDINGS LTD., a Bermuda exempted company (the “New Issuer”), and THE BANK OF NEW YORK MELLON (as successor to The Bank of New York), as trustee under the Indenture referred to below (the “Trustee”).
RECITALS
WHEREAS, Montpelier Re Holdings Ltd., a Bermuda exempted company (“Montpelier”), has heretofore executed and delivered to the Trustee an indenture dated as of July 15, 2003, between Montpelier, as issuer, and the Trustee, as supplemented by the First Supplemental Indenture thereto, dated as of July 30, 2003 (the “First Supplemental Indenture”), as further supplemented by the Second Supplemental Indenture thereto, dated as of October 5, 2012 (the “Second Supplemental Indenture”), and the Third Supplemental Indenture thereto, dated as of July 31, 2015, between Millhill Holdings Ltd. (“Merger Sub”), as successor to Montpelier, and the Trustee (the “Third Supplemental Indenture”) (as heretofore amended, supplemented or otherwise modified by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”) (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Indenture);
WHEREAS, pursuant to the Agreement and Plan of Merger, dated March 31, 2015, among the New Issuer, Merger Sub and Montpelier, Montpelier will merge with and into Merger Sub, with Merger Sub surviving the merger as a direct, wholly-owned subsidiary of the New Issuer;
WHEREAS, pursuant to the Deed of Merger, dated July 31, 2015, between the New Issuer and Merger Sub, Merger Sub merged with and into New Issuer, with New Issuer being the surviving company of such merger.
WHEREAS, Section 11.1 of the Indenture provides that if Merger Sub merges into another Person, the Person into which Merger Sub is merged (1) shall be a Corporation or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda, or any other country (including under the laws of any state, province or other political subdivision thereof) which is on the date of the Indenture (or, with respect to the Notes issued pursuant to the Second Supplemental Indenture, the date of the Second Supplemental Indenture) a member of the Organization for Economic Cooperation and Development and (2) shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental thereto, executed by the successor Person and delivered to the Trustee, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in the Indenture and the Outstanding Securities on the part of Merger Sub to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities;
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WHEREAS, the New Issuer is a Bermuda exempted company;
WHEREAS, Section 10.1 of the Indenture provides that without the consent of any Holders, Merger Sub, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture to evidence the succession of another Person to Merger Sub, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of Merger Sub under the Indenture and the Securities, in each case in compliance with the Indenture; and
WHEREAS, all acts and requirements necessary to authorize the execution and delivery of this Supplemental Indenture have been done or performed.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Issuer and the Trustee mutually covenant and agree as follows:
ARTICLE I
Successor Issuer
Section 1.1 Agreement to Assume Obligations. The New Issuer hereby agrees to unconditionally assume the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in the Indenture and the Outstanding Securities on the part of Merger Sub to be performed or observed.
Section 1.2 Notices. All notices or other communications to the New Issuer shall be given as provided in Section 13.5 of the Indenture, as amended by the Third Supplemental Indenture, at the address provided therein for the Company.
Section 1.3 Release of Obligations of Merger Sub. Merger Sub is hereby automatically released and discharged from all obligations under the Indenture and the Securities, without any further action on the part of Merger Sub or the Trustee.
ARTICLE II
Miscellaneous Provisions
Section 2.1 Ratification and Incorporation of Indenture. As supplemented hereby, the Base Indenture is in all respects ratified and confirmed, and the Base Indenture as supplemented by this Supplemental Indenture shall be read, taken and construed as one and the same instrument. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture will govern and be controlling.
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Section 2.2 Counterparts. This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 2.3 Governing Law. This Supplemental Indenture and the rights and obligations of each of the Holders, the New Issuer and the Trustee shall be construed and enforced in accordance with and governed by the laws of the State of New York without reference to its conflict of laws provisions (other than Sections 5-1401 and 5-1402 of the General Obligations Law).
Section 2.4 Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 2.5 Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the New Issuer and not of the Trustee.
Section 2.6 Separability: In case any provision of this Supplemental Indenture or of the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 2.7 Submission to Jurisdiction: ANY JUDICIAL PROCEEDINGS INSTITUTED IN RELATION TO ANY MATTER ARISING UNDER THIS SUPPLEMENTAL INDENTURE, THE SECURITIES APPERTAINING THERETO MAY BE BROUGHT IN ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, NEW YORK TO THE EXTENT THAT SUCH COURT HAS SUBJECT MATTER JURISDICTION OVER THE CONTROVERSY, AND, BY EXECUTION AND DELIVERY OF THIS SUPPLEMENTAL INDENTURE, THE NEW ISSUER HEREBY IRREVOCABLY ACCEPTS, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS, ACKNOWLEDGES THEIR COMPETENCE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED IN SUCH PROCEEDING. THE NEW ISSUER ALSO IRREVOCABLY AND UNCONDITIONALLY WAIVES FOR THE BENEFIT OF THE TRUSTEE AND THE HOLDERS OF THE SECURITIES ANY IMMUNITY FROM JURISDICTION AND ANY IMMUNITY FROM LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN THE AID OF EXECUTION, EXECUTION OR OTHERWISE) IN RESPECT OF THIS SUPPLEMENTAL INDENTURE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY ANY LAW OR LIMIT THE RIGHT OF THE TRUSTEE OR ANY HOLDER TO INSTITUTE PROCEEDINGS AGAINST THE NEW ISSUER IN THE COURTS OF ANY OTHER JURISDICTION OR JURISDICTIONS.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| ENDURANCE SPECIALTY HOLDINGS LTD. | ||
| By: | /s/ John V. Del Col | |
| Name: | John V. Del Col | |
| Title: | General Counsel & Secretary | |
| THE BANK OF NEW YORK MELLON, as Trustee | ||
| By: | /s/ Laurence J. O’Brien | |
| Name: | Laurence J. O’Brien | |
| Title: | Vice President | |
[Signature Page to Fourth Supplemental Indenture]
Acknowledged by:
MILLHILL HOLDINGS LTD.
| By: | /s/ John V. Del Col | |
| Name: | John V. Del Col | |
| Title: | Vice President |
[Signature Page to Fourth Supplemental Indenture]
Exhibit 10.3
EXECUTION VERSION
FIRST SUPPLEMENTAL INDENTURE
BY AND BETWEEN
MILLHILL HOLDINGS LTD.,
AS ISSUER
AND
WILMINGTON TRUST COMPANY,
AS TRUSTEE
DATED AS OF JULY 31, 2015
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2015, between MILLHILL HOLDINGS LTD., a Bermuda exempted company (the “New Issuer”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as trustee under the Indenture referred to below (the “Trustee”).
RECITALS
WHEREAS, Montpelier Re Holdings Ltd., a Bermuda exempted company (“Montpelier”), has heretofore executed and delivered to the Trustee that certain Junior Subordinated Indenture, dated as of January 6, 2006, between Montpelier and the Trustee (as heretofore amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance of Montpelier’s unsecured junior subordinated deferrable interest notes (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Indenture);
WHEREAS, pursuant to the Agreement and Plan of Merger, dated March 31, 2015, among Endurance Specialty Holdings Ltd. (“Endurance”), Montpelier and the New Issuer, Montpelier will merge with and into the New Issuer, with the New Issuer surviving the merger as a direct, wholly-owned subsidiary of Endurance;
WHEREAS, Section 8.1 of the Indenture provides that if Montpelier merges into another Person, the entity into which Montpelier is merged (1) shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia or Bermuda and (2) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of the Indenture on the part of Montpelier to be performed or observed;
WHEREAS, the New Issuer is a Bermuda exempted company;
WHEREAS, Section 9.1(a) of the Indenture provides that without the consent of any Holders, Montpelier, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture to evidence the succession of another Person to Montpelier, and the assumption by any such successor of the covenants of Montpelier in the Indenture and in the Securities; and
WHEREAS, all acts and requirements necessary to authorize the execution and delivery of this Supplemental Indenture have been done or performed.
2
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Issuer and the Trustee mutually covenant and agree as follows:
ARTICLE I
Successor Issuer
Section 1.1 Agreement to Assume Obligations. The New Issuer hereby agrees to expressly assume the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of the Indenture on the part of Montpelier to be performed or observed.
Section 1.2 Amendment to Section 1.5(b) of the Indenture. Section 1.5(b) of the Indenture is hereby deleted in its entirety and replaced as follows:
“the Company by the Trustee, any Holder or any holder of Preferred Securities shall be sufficient for every purpose hereunder if in writing and mailed, first class, postage prepaid, to the Company addressed to it at Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda, Attn: Chief Financial Officer, or at any other address previously furnished in writing to the Trustee by the Company,”
Section 1.3 Notices. All notices or other communications to the New Issuer shall be given as provided in Section 1.5 of the Indenture, as amended by this Supplemental Indenture, at the address provided therein for the Company.
Section 1.4 Release of Obligations of Montpelier. Montpelier is hereby automatically released and discharged from all obligations under the Indenture and the Securities, without any further action on the part of Montpelier or the Trustee.
ARTICLE II
Miscellaneous Provisions
Section 2.1 Ratification and Incorporation of Indenture. As supplemented hereby, the Indenture is in all respects ratified and confirmed, and the Indenture as supplemented by this Supplemental Indenture shall be read, taken and construed as one and the same instrument. However, to the extent any provision of the Indenture conflicts with the express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture will govern and be controlling.
Section 2.2 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Section 2.3 Governing Law. This Supplemental Indenture and the rights and obligations of each of the Holders, the New Issuer and the Trustee shall be construed and enforced in accordance with and governed by the laws of the State of New York without reference to its conflict of laws provisions (other than Sections 5-1401 and 5-1402 of the General Obligations Law).
3
Section 2.4 Headings. The Article and Section headings herein are for convenience only and shall not affect the construction of this Supplemental Indenture.
Section 2.5 Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
Section 2.6 Separability: If any provision in this Supplemental Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.
Section 2.7 Submission to Jurisdiction: ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS SUPPLEMENTAL INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS SUPPLEMENTAL INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE.
[SIGNATURE PAGE FOLLOWS]
4
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| MILLHILL HOLDINGS LTD. | ||
| By: | /s/ John V. Del Col | |
| Name: | John V. Del Col | |
| Title: | Vice President | |
| WILMINGTON TRUST COMPANY, as Trustee | ||
| By: | /s/ Michael H. Wass | |
| Name: | Michael H. Wass | |
| Title: | Assistant Vice President | |
[Signature Page to First Supplemental Indenture]
Acknowledged by:
MONTPELIER RE HOLDINGS LTD.
| By: | /s/ Michael S. Paquette | |
| Name: | Michael S. Paquette | |
| Title: | Executive Vice President & Chief Financial Officer |
[Signature Page to First Supplemental Indenture]
Exhibit 10.4
EXECUTION VERSION
SECOND SUPPLEMENTAL INDENTURE
BY AND BETWEEN
ENDURANCE SPECIALTY HOLDINGS LTD.,
AS ISSUER
AND
WILMINGTON TRUST COMPANY,
AS TRUSTEE
DATED AS OF JULY 31, 2015
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2015, between ENDURANCE SPECIALTY HOLDINGS LTD., a Bermuda exempted company (the “New Issuer”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as trustee under the Indenture referred to below (the “Trustee”).
RECITALS
WHEREAS, Montpelier Re Holdings Ltd., a Bermuda exempted company (“Montpelier”), has heretofore executed and delivered to the Trustee that certain Junior Subordinated Indenture, dated as of January 6, 2006, between Montpelier and the Trustee, as supplemented by the First Supplemental Indenture thereto, dated as of July 31, 2015, between Millhill Holdings Ltd. (“Merger Sub”), as successor to Montpelier, and the Trustee (as heretofore amended, supplemented or otherwise modified, the “Indenture”), providing for Merger Sub’s unsecured junior subordinated deferrable interest notes (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Indenture);
WHEREAS, pursuant to the Agreement and Plan of Merger, dated March 31, 2015, among the New Issuer, Merger Sub and Montpelier, Montpelier will merge with and into Merger Sub, with Merger Sub surviving the merger as a direct, wholly-owned subsidiary of the New Issuer;
WHEREAS, pursuant to the Deed of Merger, dated July 31, 2015, between the New Issuer and Merger Sub, Merger Sub merged with and into New Issuer, with New Issuer being the surviving company of such merger.
WHEREAS, Section 8.1 of the Indenture provides that if Merger Sub merges into another Person, the entity into which Merger Sub is merged (1) shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia or Bermuda and (2) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of the Indenture on the part of Merger Sub to be performed or observed;
WHEREAS, the New Issuer is a Bermuda exempted company;
WHEREAS, Section 9.1(a) of the Indenture provides that without the consent of any Holders, Merger Sub, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture to evidence the succession of another Person to Merger Sub, and the assumption by any such successor of the covenants of Merger Sub in the Indenture and in the Securities; and
2
WHEREAS, all acts and requirements necessary to authorize the execution and delivery of this Supplemental Indenture have been done or performed.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Issuer and the Trustee mutually covenant and agree as follows:
ARTICLE I
Successor Issuer
Section 1.1 Agreement to Assume Obligations. The New Issuer hereby agrees to expressly assume the due and punctual payment of the principal of and any premium and interest (including any Additional Interest) on all the Securities and the performance of every covenant of the Indenture on the part of Merger Sub to be performed or observed.
Section 1.2 Notices. All notices or other communications to the New Issuer shall be given as provided in Section 1.5 of the Indenture, as amended by the First Supplemental Indenture, at the address provided therein for the Company.
Section 1.3 Release of Obligations of Merger Sub. Merger Sub is hereby automatically released and discharged from all obligations under the Indenture and the Securities, without any further action on the part of Merger Sub or the Trustee.
ARTICLE II
Miscellaneous Provisions
Section 2.1 Ratification and Incorporation of Indenture. As supplemented hereby, the Indenture is in all respects ratified and confirmed, and the Indenture as supplemented by this Supplemental Indenture shall be read, taken and construed as one and the same instrument. However, to the extent any provision of the Indenture conflicts with the express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture will govern and be controlling.
Section 2.2 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Section 2.3 Governing Law. This Supplemental Indenture and the rights and obligations of each of the Holders, the New Issuer and the Trustee shall be construed and enforced in accordance with and governed by the laws of the State of New York without reference to its conflict of laws provisions (other than Sections 5-1401 and 5-1402 of the General Obligations Law).
Section 2.4 Headings. The Article and Section headings herein are for convenience only and shall not affect the construction of this Supplemental Indenture.
3
Section 2.5 Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
Section 2.6 Separability: If any provision in this Supplemental Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.
Section 2.7 Submission to Jurisdiction: ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS SUPPLEMENTAL INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS SUPPLEMENTAL INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE.
[SIGNATURE PAGE FOLLOWS]
4
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| ENDURANCE SPECIALTY HOLDINGS LTD. | ||
| By: | /s/ John V. Del Col | |
| Name: | John V. Del Col | |
| Title: | General Counsel & Secretary | |
| WILMINGTON TRUST COMPANY, as Trustee | ||
| By: | /s/ Michael H. Wass | |
| Name: | Michael H. Wass | |
| Title: | Assistant Vice President | |
[Signature Page to Second Supplemental Indenture]
Acknowledged by:
MILLHILL HOLDINGS LTD.
| By: | /s/ John V. Del Col | |
| Name: | John V. Del Col | |
| Title: | Vice President |
[Signature Page to Second Supplemental Indenture]
Exhibit 99.1
Endurance Announces Completion of Acquisition of Montpelier Re
PEMBROKE, Bermuda — July 31, 2015 — Endurance Specialty Holdings Ltd. (NYSE: ENH), a Bermuda-based specialty provider of property and casualty insurance and reinsurance, announced today that it has completed its acquisition of Montpelier Re Holdings Ltd. (NYSE: MRH). The acquisition was originally announced on March 31, 2015.
John R. Charman, Chairman and Chief Executive Officer of Endurance, commented, “Endurance’s strategic acquisition of Montpelier combines two strong underwriting businesses resulting in an organization with increased scale, scope and more relevant market presence. The acquisition materially expands our breadth of distribution with the addition of a good-sized and scalable Lloyd’s platform and a third-party capital insurance and reinsurance investment product business. We expect the transaction to enhance the long-term value of our business for shareholders with accretion to earnings per share and return on equity.”
The completion of the acquisition follows the receipt of all necessary regulatory approvals and approval of the transaction by Endurance and Montpelier shareholders, which was obtained at special general meetings of Endurance and Montpelier shareholders held on June 30, 2015. Pursuant to the terms of the merger agreement and effective as of the close of trading today, Montpelier shares have ceased trading.
In connection with the closing of the acquisition of Montpelier, Endurance announced today that its Board of Directors has appointed three Montpelier directors — Morgan W. Davis, Nicholas C. Marsh and Ian Michael Winchester — as non-executive directors of Endurance. Mr. Charman stated, “I am delighted to welcome our new Directors. Their knowledge of Montpelier’s business and their broad experience across the insurance and reinsurance industry will be great assets to our Board, as we continue to transform Endurance into a larger and more globally relevant industry leader.”
Mr. Davis serves as a director of White Mountains Insurance Group, Ltd. and OneBeacon Insurance Group, Ltd. Mr. Davis was formerly Managing Director at OneBeacon from 2001 to 2005 and served in various capacities for White Mountains from 1994 to 2001. Prior to that, he was with Fireman’s Fund Insurance Company for seven years and INA/Cigna for ten years.
Mr. Marsh is a Member of the Board of Directors of HCC International Insurance Company PLC, holding the position of Non-Executive Chairman of HCC International and HCC Underwriting Agency Ltd. Prior to joining the Board of HCC in April 2014, Mr. Marsh was employed as Director of Corporate Underwriting and Director of Underwriting Review at Atrium Underwriting Group Limited from 2007 until his retirement in December 2013. During his forty-year career with Atrium, Mr. Marsh also served as Chairman of Atrium Underwriters Limited from 2005 to 2007, as Chief Executive Officer of Atrium Underwriting Plc from 2000 to 2005, as the Active Underwriter of Syndicate 570 at Lloyd’s from 1989 to 2005, and prior to that as an Underwriter of Syndicate 570 from 1973 to 1989. He has served as a trustee of the Lloyd’s Benevolent Fund since 2007 and as a member of the Council of Lloyd’s from 2008 to 2013.
Mr. Winchester is currently a Managing Partner and Chairman of the Investment Committee of BHC Winton Funds, L.P., an investment fund which focuses on providing capital to syndicates operating in the Lloyd’s market. From 1985 to 2006, he was with T&H Holdings, Inc., parent of Toplis and Harding, Inc., one of the oldest independent insurance outsourced services companies in North America specializing in claims adjusting work, where he served as Chairman, President and CEO. From 1970 to 1985, he was with Winchester Bowring, Ltd., a specialist reinsurance broker at Lloyd’s and a subsidiary of Marsh & McLennan, Inc., where he served as Managing Director from 1976 to 1985, and from 1964 to 1970 he was with Alexander Howden, Ltd., now a part of Aon Corporation, where he served as an Assistant Director from 1968 to 1970. Mr. Winchester has also been an Underwriting Member of Lloyd’s since 1978.
About Endurance Specialty Holdings
Endurance Specialty Holdings Ltd. is a global specialty provider of property and casualty insurance and reinsurance. Through its operating subsidiaries, Endurance writes agriculture, professional lines, property, marine and energy, and casualty and other specialty lines of insurance and catastrophe, property, casualty, professional lines and specialty lines of reinsurance. We maintain excellent financial strength as evidenced by the ratings of A (Excellent) from A.M. Best (XV size category) and A (Strong) from Standard and Poor’s on our principal operating subsidiaries. Endurance’s headquarters are located at Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda and its mailing address is Endurance Specialty Holdings Ltd., Suite No. 784, No. 48 Par-la-Ville Road, Hamilton HM 11, Bermuda. For more information about Endurance, please visit www.endurance.bm.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements in this press release may include, and Endurance may make related oral, forward-looking statements which reflect our current views with respect to future events and financial performance. Such statements may include forward-looking statements both with respect to us in general and the insurance and reinsurance sectors specifically, both as to underwriting and investment matters. Statements which include the words “should,” “would,” “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements in this press release for purposes of the U.S. federal securities laws or otherwise. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the Private Securities Litigation Reform Act of 1995.
All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or may be important factors that could cause actual results to differ materially from those indicated in the forward-looking statements. These factors include, but are not limited to, the effects of competitors’ pricing policies, greater frequency or severity of claims and loss activity, changes in market conditions in the agriculture insurance industry, termination of or changes in the terms of the U.S. multiple peril crop insurance program, a decreased demand for property and casualty insurance or reinsurance, changes in the availability, cost or quality of reinsurance or retrocessional coverage, our inability to renew business previously underwritten or acquired, our inability to maintain our applicable financial strength ratings, our inability to effectively integrate acquired operations, uncertainties in our reserving process, changes to our tax status, changes in insurance regulations, reduced acceptance of our existing or new products and services, a loss of business from and credit risk related to our broker counterparties, assessments for high risk or otherwise uninsured individuals, possible terrorism or the outbreak of war, a loss of key personnel, political conditions, changes in accounting policies, our investment performance, the valuation of our invested assets, a breach of our investment guidelines, the unavailability of capital in the future, developments in the world’s financial and capital markets and our access to such markets, government intervention in the insurance and reinsurance industry, illiquidity in the credit markets, changes in general economic conditions and other factors described in our Annual Report on Form 10-K for the year ended December 31, 2014.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in Endurance’s Annual Report on Form 10-K for the year ended December 31, 2014 and other documents of Endurance on file with the Securities and Exchange Commission. Any forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Endurance will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Endurance or its business or operations. Except as required by law, Endurance undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
The contents of any website referenced in this press release are not incorporated by reference herein.
Contact
Investor Relations
Phone: +1 441 278 0988
Email: [email protected]
# # #
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