Form 8-A12B

 

 

FORM 8-A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

RenaissanceRe Holdings Ltd.

(Exact name of Registrant as specified in its charter)

 

 

 

Bermuda   98-014-1974
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

Renaissance House

12 Crow Lane, Pembroke

Bermuda

  HM 19
(Address of principal executive offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Depositary Shares, each Representing a 1/1,000th Interest in a 5.750% Series F Preference Share, par value $1.00 per share   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ☒

If this form relates to the registration of a class securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ☐

Securities Act registration statement file number to which this form relates:

333-219675

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 


Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the Depositary Shares (the “Depositary Shares”), each representing a 1/1,000th interest in a 5.750% Series F Preference Share, par value $1.00 per share and liquidation preference $25,000 per share (the “Preference Shares”), of RenaissanceRe Holdings Ltd. (the “Registrant”). The descriptions of the terms of the Depositary Shares and the underlying Preference Shares of the Registrant are incorporated herein by reference to the Registrant’s Prospectus (including the Prospectus Supplement thereto) relating to the offering of the Preference Shares, dated June 11, 2018, which Prospectus forms a part of the Registrant’s Registration Statement on Form S-3 (File No. 333-219675) filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2017. Reference is made specifically to the section in the Prospectus captioned “Description of Our Capital Shares” and to the sections in the Prospectus Supplement captioned “Description of the Depositary Shares” and “Description of Series F Preference Shares.”

 

Item 2. Exhibits.

 

3.1    Memorandum of Association.1(p)
3.2    Amended and Restated Bye-Laws.2
4.1    Form of Share Certificate Evidencing the 5.750% Series F Preference Shares.
4.2    Certificate of Designation, Preferences and Rights of 5.750% Series F Preference Shares.
4.3    Deposit Agreement, dated June 18, 2018, by and among RenaissanceRe Holdings Ltd., Computershare Trust Company, N.A. and Computershare Inc.
4.4    Form of Depositary Receipt.

 

1  Incorporated by reference to the Registration Statement on Form S-1 of the Registrant (Registration No. 333-70008) which was declared effective by the SEC on July 26, 1995.
2  Incorporated by reference to the Quarterly Report on Form 10-Q of the Registrant which was filed with the SEC on August 14, 2002.


EXHIBIT INDEX

 

Exhibit No.

  

Description

3.1    Memorandum of Association1(p)
3.2    Amended and Restated Bye-Laws2
4.1    Form of Share Certificate Evidencing the 5.750% Series F Preference Shares.
4.2    Certificate of Designation, Preferences and Rights of 5.750% Series F Preference Shares.
4.3    Deposit Agreement, dated 18, 2018, by and among RenaissanceRe Holdings Ltd., Computershare Trust Company, N.A. and Computershare Inc.
4.4    Form of Depositary Receipt.

 

1  Incorporated by reference to the Registration Statement on Form S-1 of the Registrant (Registration No. 333-70008) which was declared effective by the Commission on July 26, 1995.
2  Incorporated by reference to the Quarterly Report on Form 10-Q of the Registrant which was filed with the SEC on August 14, 2002.


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

RENAISSANCERE HOLDINGS LTD.
By:  

/s/ Stephen H. Weinstein

Stephen H. Weinstein
Senior Vice President, Group General
 

          Counsel, Corporate Secretary and Chief

          Compliance Officer

Date: June 18, 2018