Jun 12, 2017
Validus Holdings, Ltd. Announces Public Offering of Depositary Shares Representing Series B Preference Shares
PEMBROKE, Bermuda--(BUSINESS WIRE)--Jun. 12, 2017--
Validus Holdings, Ltd. (“Validus” or the “Company”) (NYSE: VR) today
announced the commencement of an underwritten public offering of
depositary shares, each of which represents a 1/1,000th interest in a
share of its Non-Cumulative Preference Shares, Series B, $0.175 par
value and $25,000 liquidation preference per share (equivalent to $25
per depositary share). Validus intends to grant the underwriters a
30-day option to purchase additional depositary shares to cover
over-allotments, if any. Validus intends to apply to list the depositary
shares on the NYSE under the symbol “VRPRB.”
Validus intends to use the net proceeds from the offering for general
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley &
Co. LLC are acting as joint book-running managers for the offering.
The offering will be made pursuant to an existing effective shelf
registration statement (including a prospectus) filed with the U.S.
Securities and Exchange Commission (the “SEC”) and a preliminary
prospectus supplement. Copies of the preliminary prospectus supplement
and accompanying prospectus may be obtained from the SEC’s website at www.sec.gov
or by contacting: Merrill Lynch, Pierce, Fenner & Smith Incorporated at
NC1-004-03-43, 200 North College Street, 3rd Floor,
Charlotte, North Carolina, 28255-0001, Attention: Prospectus Department,
Tel: (800) 294-1322 or Morgan Stanley & Co. LLC at 180 Varick Street,
New York, New York 10014, email: firstname.lastname@example.org,
Tel: (800) 584-6837.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the depositary shares, nor shall there
be any offer or sale of the depositary shares in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The depositary shares may be offered only by means of a
prospectus supplement and accompanying base prospectus.
About Validus Holdings, Ltd.
Validus Holdings, Ltd. (“Validus”) is a holding company for reinsurance
and insurance operating companies and investment advisors including
Validus Reinsurance, Ltd. (“Validus Re”), Talbot Holdings Ltd.
(“Talbot”), Western World Insurance Group, Inc. (“Western World”) and
AlphaCat Managers, Ltd. (“AlphaCat”).
Validus Re is a global reinsurance group focused primarily on treaty
reinsurance. Talbot is a specialty insurance group primarily operating
within the Lloyd’s insurance market through Syndicate 1183. Western
World is a U.S. specialty lines insurance group focused on excess and
surplus lines. AlphaCat is a Bermuda based investment adviser managing
capital for third parties and Validus in insurance linked securities and
other property catastrophe and specialty reinsurance investments.
Cautionary Note Regarding Forward-Looking Statements
This press release may include forward-looking statements, both with
respect to the Company and its industry, that reflect our current views
with respect to future events and financial performance. Statements that
include the words "expect", "intend", "plan", "believe", "project",
"anticipate", "will", "may" and similar statements of a future or
forward-looking nature identify forward-looking statements. All
forward-looking statements address matters that involve risks and
uncertainties, many of which are beyond the Company's control.
Accordingly, there are or will be important factors that could cause
actual results to differ materially from those indicated in such
statements and, therefore, you should not place undue reliance on any
such statements. We believe that these factors include, but are not
limited to, the following: 1) unpredictability and severity of
catastrophic events; 2) rating agency actions; 3) adequacy of Validus'
risk management and loss limitation methods; 4) cyclicality of demand
and pricing in the insurance and reinsurance markets; 5) statutory or
regulatory developments including tax policy, reinsurance and other
regulatory matters; 6) Validus' ability to implement its business
strategy during "soft" as well as "hard" markets; 7) adequacy of
Validus' loss reserves; 8) continued availability of capital and
financing; 9) retention of key personnel; 10) competition; 11) potential
loss of business from one or more major insurance or reinsurance
brokers; 12) Validus' ability to implement, successfully and on a timely
basis, complex infrastructure, distribution capabilities, systems,
procedures and internal controls, and to develop accurate actuarial data
to support the business and regulatory and reporting requirements; 13)
general economic and market conditions (including inflation, volatility
in the credit and capital markets, interest rates and foreign currency
exchange rates); 14) the integration of businesses Validus may acquire
or new business ventures Validus may start; 15) the effect on Validus'
investment portfolios of changing financial market conditions including
inflation, interest rates, liquidity and other factors; 16) acts of
terrorism or outbreak of war; and 17) availability of reinsurance and
retrocessional coverage, as well as management's response to any of the
The foregoing review of important factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary
statements that are included herein and elsewhere, including the risk
factors included in Validus' most recent reports on Form 10-K and Form
10-Q and other documents of the Company on file with or furnished to the
SEC. Any forward-looking statements made in this press release are
qualified by these cautionary statements, and there can be no assurance
that the actual results or developments anticipated by Validus will be
realized or, even if substantially realized, that they will have the
expected consequences to, or effects on, Validus or its business or
operations. Except as required by law, the Company undertakes no
obligation to update publicly or revise any forward-looking statement,
whether as a result of new information, future developments or otherwise.
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Source: Validus Holdings, Ltd.
Validus Holdings, Ltd.
Charlotte Connerton / Bryan Darrow