PartnerRe wraps swap of preferreds for new preferreds with later call

By Wendy Van Sickle

Columbus, Ohio, May 3 – PartnerRe Ltd. announced results of an exchange offer in which it offered new preferred shares with longer call protection in exchange for three series of existing preferreds.

The exchange ended at 5 p.m. ET on April 29.

The company said 6,415,264 6.5% series D cumulative redeemable preferred shares, 11,753,798 7.25% series E cumulative redeemable preferred shares and 7,320,574 5.875% series F non-cumulative redeemable preferred shares were validly tendered and accepted for exchange for the same number of new series G, H and I preferred shares, respectively.

All the preferreds are perpetual, and the new preferreds are “identical in all material respects” to the existing preferreds except that the new preferreds will not be redeemable until five years after their date of issuance, the company said in a news release. Calls will be at par.

In addition, the new preferreds will contain a restriction on the ability of the company and its subsidiaries to make certain distributions and pay dividends on its common shares before Dec. 31, 2020 unless distributions declared with respect to any fiscal quarter are less than 67% of the company’s net income during that fiscal quarter, subject to certain exceptions. The restriction is consistent with the terms of the merger with EXOR that was completed on March 18.

PartnerRe said in an SC TO-I filing with the Securities and Exchange Commission that the exchange is required under the terms of the merger agreement.

Dividends on the new preferreds will accrue from March 1, the first day of the current dividend period for the existing preferreds. Holders who participate will not receive accrued dividends on the existing preferreds.

The new preferreds are expected to be listed for trading on the New York Stock Exchange.

Following the exchange offer, 2,784,736 series D preferred shares, 3,196,202 series E preferred shares and 2,679,426 Series F preferred shares remain outstanding.

The information agent is Okapi Partners LLC (212 297-0720, 877 796-5274 or info@okapipartners.com).

PartnerRe is a Pembroke, Bermuda, reinsurance company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.