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
Date of Report (Date of earliest event reported): November 5, 2010 (November 4, 2010)
Commission file number 001-33606
VALIDUS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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BERMUDA
(State or other jurisdiction of
incorporation or organization)
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98-0501001
(I.R.S. Employer
Identification No.) |
29 Richmond Road, Pembroke, Bermuda HM 08
(Address of principal executive offices)
Registrant’s telephone number, including area code: (441) 278-9000
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))
þ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry Into A Material Definitive Agreement
On November 4, 2010, prior to announcing its intention to commence a tender offer to purchase
for cash up to 7,945,400 of its common shares, which includes voting common shares, par value
$0.175 per share (the “Voting Common Shares”) and non-voting common shares, par value $0.175 per
share (together with the Voting Common Shares, the “Shares”), at a price of $30.00 per Share, (the
“Purchase Price”) upon the terms and subject to the conditions to be described in an Offer to
Purchase and in a Letter of Transmittal (which together, as they may be amended or supplemented
from time to time, constitute the “Offer”), Validus Holdings, Ltd. (the “Company”) entered into
separate repurchase agreements (the “Repurchase Agreements”) with funds affiliated with or managed
by each of Aquiline Capital Partners LLC, New Mountain Capital, LLC and Vestar Capital Partners,
pursuant to which the Company agreed to purchase Shares from such funds at the Purchase Price, for
an aggregate purchase price up to $61,638,000 (the “Share Repurchases”). The aggregate number of
Shares to be repurchased under the Repurchase Agreements will be proportionately reduced in the
event that the Company purchases less than 7,945,400 Shares in the Offer, and therefore, each of
the funds affiliated with or managed by each of Aquiline Capital Partners LLC, New Mountain
Capital, LLC and Vestar Capital Partners will sell and transfer such number of Shares as will
result in it holding substantially the same percentage ownership interest in the Company as such
fund has immediately prior to the consummation of the Offer. The transactions contemplated by the
Repurchase Agreements are conditioned upon the Company purchasing Shares in the Offer in accordance
with the related Offer to Purchase. Any Share Repurchases will occur on the eleventh business day
following the expiration date of the Offer. If the Offer is fully subscribed, the completion of
the Offer and the Share Repurchases will result in the repurchase by the Company of $300 million of
its Shares in the aggregate.
Pursuant to the Repurchase Agreements, the funds affiliated with or managed by each of
Aquiline Capital Partners LLC, New Mountain Capital, LLC and Vestar Capital Partners also elected
not to tender any Shares in the Offer and not to sell or purchase any Shares from the date of the
expiration of the Offer until the eleventh business day following the expiration of the Offer, or
until the earlier termination of the Offer other than pursuant to the consummation thereof.
This summary may not contain all of the information that is important to you and is qualified
in its entirety by reference to the actual terms of each of the Repurchase Agreements, copies of
which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
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| Exhibit No. |
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Description |
10.1
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Repurchase Agreement, entered into as of
November 4, 2010, by and between Validus
Holdings, Ltd. and the Aquiline Capital
Partners LLC entities listed on Schedule
A thereto. |
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10.2
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Repurchase Agreement, entered into as of
November 4, 2010, by and between Validus
Holdings, Ltd. and the New Mountain
Capital, LLC entities listed on Schedule
A thereto. |
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10.3
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Repurchase Agreement, entered into as of
November 4, 2010, by and between Validus
Holdings, Ltd. and the Vestar Capital
Partners entities listed on Schedule A
thereto. |