Conyers advised RenaissanceRe Holdings Ltd. (NYSE: RNR) (the “Company” or “RenaissanceRe”) on Bermuda law matters relating to an underwritten public secondary offering of 1,739,071 common shares by Tokio Marine & Nichido Fire Insurance Co., Ltd. (the “Selling Shareholder”). The Selling Shareholder received all of the net proceeds from this offering. No shares were sold by the Company. Morgan Stanley & Co. LLC acted as the sole underwriter for the offering, who was able to offer the shares from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices relating to prevailing market prices or at negotiated prices.
Conyers advised the Company on a similar transaction relating to the offer and sale by State Farm Mutual Automobile Insurance Company (“State Farm”) of up to an aggregate of 1,947,496 common shares of the Company, such shares had been issued to State Farm pursuant to an Investment Agreement entered into with State Farm on 30 October, 2018 (the “Investment Agreement”). The common shares were registered to satisfy registration rights of the selling shareholder pursuant to a registration rights agreement entered into in connection with the Investment Agreement. The offer was similarly worth up to approx. US$359 million and closed on 27 November 2019.
The shares in both offerings were offered pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the “SEC”).
Directors Jennifer Panchaud and Chiara Nannini and Associate Edward Rance of Conyers’ Bermuda office advised on the matter, working alongside Willkie Farr & Gallagher LLP.