AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2015

REGISTRATION NO. 333-189303

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-3

Post-Effective Amendment No. 1 To

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

RENAISSANCERE HOLDINGS LTD.

(Exact name of Registrant as specified in its charter)

 

 

 

Bermuda		98-0141974
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
RENAISSANCE HOUSE 12 CROW LANE PEMBROKE HM 19 BERMUDA (441) 295-4513		RENRE NORTH AMERICA HOLDINGS INC. 3200 ATLANTIC AVENUE SUITE 114 RALEIGH, NC 27604 (919) 876-3633
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

RENAISSANCERE FINANCE INC.

(Exact name of Registrant as specified in its certificate of incorporation)

 

 

 

DELAWARE		68-0650983
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
C/O RENRE NORTH AMERICA HOLDINGS INC. 3200 ATLANTIC AVENUE SUITE 114 RALEIGH, NC 27604 (919) 876-3633		RENRE NORTH AMERICA HOLDINGS INC. 3200 ATLANTIC AVENUE SUITE 114 RALEIGH, NC 27604 (919) 876-3633
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

RENAISSANCERE CAPITAL TRUST II

(Exact name of Registrant as specified in its certificate of trust)

 

 

 

DELAWARE		42-6625345
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
C/O RENRE NORTH AMERICA HOLDINGS INC. 3200 ATLANTIC AVENUE SUITE 114 RALEIGH, NC 27604 (919) 876-3633		RENRE NORTH AMERICA HOLDINGS INC. 3200 ATLANTIC AVENUE SUITE 114 RALEIGH, NC 27604 (919) 876-3633
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

RENRE NORTH AMERICA HOLDINGS INC.

(Exact name of registrant as specified in its certificate of incorporation)

 

 

 

DELAWARE		51-0382090
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3200 ATLANTIC AVENUE SUITE 114 RALEIGH, NC 27604 (919) 876-3633		RENRE NORTH AMERICA HOLDINGS INC. 3200 ATLANTIC AVENUE SUITE 114 RALEIGH, NC 27604 (919) 876-3633
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

COPIES TO:

 

STEPHEN H. WEINSTEIN, ESQ. SENIOR VICE PRESIDENT, GROUP GENERAL COUNSEL AND CORPORATE SECRETARY RENAISSANCE HOUSE 12 CROW LANE, PEMBROKE HM 19 BERMUDA (441) 295-4513		ROBERT B. STEBBINS, ESQ. WILLKIE FARR & GALLAGHER LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 728-8736

 

 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not Applicable.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, which was originally filed with the Securities and Exchange Commission on June 14, 2013 by the Registrants (Registration No. 333-189303) (the “2013 Registration Statement”) to register the sale of up to $750,000,000 worth of the Registrants’ common shares, preference shares, depositary shares, debt securities, warrants to purchase common shares, preference shares or debt securities, share purchase contracts, share purchase units, units, preferred securities and guarantees (collectively, the “Securities”), is being filed to deregister all of the Securities not yet issued under the 2013 Registration Statement.

On August 7, 2015 the Registrants filed an updated registration statement on Form S-3 (Registration No. 333-206233). As a result, the offering of Securities under the 2013 Registration Statement has been terminated and the Registrants desire to remove from registration all Securities registered pursuant to the 2013 Registration Statement which remain unsold as of the date hereof.

Accordingly, pursuant to the undertaking contained in the 2013 Registration Statement to remove from registration by means of a post-effective amendment any of the Securities that remain unsold at the termination of the offering, the Registrants hereby amend the 2013 Registration Statement by deregistering all Securities that were registered but unsold under the 2013 Registration Statement as of the date hereof.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, RenaissanceRe Holdings Ltd. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on the 10th day of August, 2015.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons, in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Kevin J. O’Donnell		Chief Executive Officer, President and Director (Principal Executive Officer)		August 10, 2015
Kevin J. O’Donnell
*		Executive Vice President, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)		August 10, 2015
Jeffrey D. Kelly
*		Senior Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)		August 10, 2015
Mark A. Wilcox
*		Chairman of the Board of Directors		August 10, 2015
Ralph B. Levy
*		Director		August 10, 2015
David C. Bushnell
*		Director		August 10, 2015
James L. Gibbons
*		Director		August 10, 2015
Brian G. J. Gray
*		Director		August 10, 2015
William F. Hagerty IV
*		Director		August 10, 2015
Jean D. Hamilton
*		Director		August 10, 2015
Henry Klehm, III

 

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Signature		Title		Date
*		Director		August 10, 2015
Anthony M. Santomero
*		Director		August 10, 2015
Nicholas L. Trivisonno
*		Director		August 10, 2015
Edward J. Zore

 

*By:		/s/ Stephen H. Weinstein
Attorney-in-Fact

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, RenaissanceRe Finance Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on the 10th day of August, 2015.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, RenaissanceRe Capital Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on the 10th day of August, 2015.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, RenaissanceRe North America Holdings Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pembroke, Bermuda, on the 10th day of August, 2015.

 

 

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