EXHIBIT 10.1
CONFORMED COPY
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EQUITY PURCHASE AGREEMENT
BY AND AMONG
RENAISSANCERE HOLDINGS LTD.,
WARBURG, ▇▇▇▇▇▇ INVESTORS L.P.,
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST,
GE INVESTMENT PRIVATE PLACEMENT PARTNERS I, LIMITED PARTNERSHIP,
AND
UNITED STATES FIDELITY & GUARANTY COMPANY
DATED AS OF DECEMBER 13, 1996
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TABLE OF CONTENTS
Page No.
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ARTICLE I. DEFINITIONS...................................... 1
Section 1.1. Definitions.................................. 1
ARTICLE II. SALE AND PURCHASE............................... 2
Section 2.1. Agreement to Sell and to Purchase............ 2
Section 2.2. Purchase and Sale of Equity.................. 2
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS...... 3
Section 3.1. Authority of Sellers......................... 3
Section 3.2. Title to the Equity.......................... 3
Section 3.3. No Conflict or Violation; Consents........... 3
Section 3.4. Brokers...................................... 4
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY... 4
Section 4.1. Authority of Purchaser....................... 4
Section 4.2. No Conflict or Violation..................... 5
Section 4.3. Brokers...................................... 5
ARTICLE V. CERTAIN COVENANTS AND AGREEMENTS................. 5
Section 5.1. Transfer Taxes............................... 5
Section 5.2. Efforts...................................... 5
ARTICLE VI. MISCELLANEOUS PROVISIONS........................ 5
Section 6.1. Notices...................................... 6
Section 6.1. Amendments................................... 6
Section 6.2. Assignment and Parties in Interest........... 7
Section 6.3. Expenses..................................... 7
Section 6.4. Entire Agreement............................. 7
Section 6.5. Descriptive Headings......................... 7
Section 6.6. Counterparts................................. 7
Section 6.7. Governing Law................................ 7
Section 6.8. Construction................................. 8
Section 6.9. Severability................................. 8
Section 6.10. Specific Performance........................ 8
SCHEDULE A.................................................. A-1
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EQUITY PURCHASE AGREEMENT
THIS EQUITY PURCHASE AGREEMENT (the "AGREEMENT") is made and entered
into as of December 13, 1996, by and among RenaissanceRe Holdings Ltd., a
Bermuda company (the "COMPANY"), Warburg, ▇▇▇▇▇▇ Investors L.P., a Delaware
limited partnership ("WPI"), Trustees of General Electric Pension Trust, a New
York common law trust ("GEPT"), GE Investment Private Placement Partners I,
Limited Partnership, a Delaware limited partnership ("GEIPPI"), and United
States Fidelity & Guaranty Company, a Maryland corporation ("USF&G") and
together with WPI, GEPT, GEIPPI and USF&G, the "SELLERS and each, a "Seller").
PRELIMINARY STATEMENT
WHEREAS, each of the Sellers owns shares of the Company's common
shares, par value $1.00 per share (the "COMMON SHARES"); and
WHEREAS, the Company desires to purchase from each Seller such number
of Common Shares set forth beside each Seller's name on Schedule A hereto (the
"EQUITY"), and the Sellers desire to sell the Equity to the Company, in each
case upon the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.1. DEFINITIONS. In addition to the terms defined
elsewhere herein, the terms defined in the introductory paragraph and the
Recitals to this Agreement shall have the respective meanings specified therein,
and the following terms shall have the meanings specified below when used herein
with initial capital letters:
"AFFILIATE" means "affiliate" as defined in Rule 405 promulgated under
the Securities Act of 1933, as amended.
"AGREEMENT" has the meaning set forth in the preamble, and shall
include the Schedule hereto.
"BUSINESS DAY" means a day, other than a Saturday or a Sunday, on
which commercial banks are not required or authorized to close in the City
of New York.
"CLOSING DATE" means December 13, 1996.
"COMPANY" has the meaning set forth in the preamble hereto.
"EQUITY" has the meaning set forth in the preamble hereto.
"GOVERNMENTAL AGENCY" means (a) any international, foreign, federal,
state, county, local or municipal government or administrative agency or
political subdivision thereof, (b) any governmental agency, authority,
board, bureau, commission, department or instrumentality, (c) any court or
administrative tribunal, (d) any non-governmental agency, tribunal or
entity that is vested by a governmental agency with applicable
jurisdiction, or (e) any arbitration tribunal or other non-governmental
authority with applicable jurisdiction.
"LIEN" means any lien, mortgage, pledge, or other security interest.
"PERMIT" means any permit, approval, consent, authorization, license,
variance, or permission required by a Governmental Agency under any
applicable laws.
"PERSON" means any individual, partnership, corporation, trust,
association, limited liability company, Governmental Agency or any other
entity.
"PURCHASE PRICE" has the meaning set forth in SECTION 2.2.
"SELLERS" has the meaning set forth in the preamble hereto.
ARTICLE II.
SALE AND PURCHASE
SECTION 2.1. AGREEMENT TO SELL AND TO PURCHASE. On the terms and
subject to the conditions set forth in this Agreement, on the Closing Date, the
Company shall purchase from the Sellers, and Sellers shall sell, transfer,
assign, convey and deliver to the Company, the Equity.
SECTION 2.2. PURCHASE AND SALE OF EQUITY. On the terms and subject
to the conditions set forth in this Agreement, on the Closing Date:
(a) Each Seller shall deliver to the Company or its designee
certificates representing the Equity being sold by such Seller, duly
endorsed in blank for transfer or accompanied by appropriate powers duly
executed in blank.
(b) The Company shall deliver to each Seller, by wire transfer
of next day funds, an amount (the "PURCHASE PRICE")
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equal to the number indicated next to each Seller's name on Schedule A
hereto.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each of the Sellers severally and not jointly, represents and warrants
to Purchaser as set forth in this ARTICLE III:
SECTION 3.1. AUTHORITY OF SELLERS.
(a) Such Seller is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization.
(b) Such Seller has all requisite power and authority to execute and
deliver this Agreement. The execution and delivery by such Seller of this
Agreement and the consummation of the transactions contemplated hereby have
been duly and validly authorized by all necessary action on the part of
such Seller. This Agreement constitutes the legal, valid and binding
obligation of such Seller enforceable against such Seller in accordance
with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, moratorium, or similar laws from time to time in
effect which affect creditors' rights generally and by legal and equitable
limitations on the enforceability of specific remedies.
SECTION 3.2. TITLE TO THE EQUITY. Such Seller has valid and
marketable title to the Equity to be sold by it, free and clear of any Liens.
SECTION 3.3. NO CONFLICT OR VIOLATION; CONSENTS. Neither the
execution and delivery of this Agreement by such Seller, nor the consummation of
the transactions contemplated hereby, nor the fulfillment of the terms and
compliance with the provisions hereof, will (a) conflict with or result in a
breach of or a default (or in an occurrence which with the lapse of time or
action by a third party, or both, could result in a default) with respect to any
of the terms, conditions or provisions of, (b) result in the termination of,
accelerate the performance required by, (c) impair such Seller's ability to
consummate the transactions contemplated hereby, (d) require any filing with or
approval of any Person, including without limitation any Governmental Agency,
arising out of, or (e) give rise to any right of termination or renegotiation,
or purchase or offer right, under: (x) any United States federal, state or
local (or, to the knowledge of such Seller, Bermuda) statute, rule, regulation,
code, order, writ or decree of any Governmental Agency applicable to such Seller
or the Company, (y) the organizational documents of such Seller, or (z) any
indenture, contract, agreement, lease, Permit or other instrument to which
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such Seller is a party or subject or by which any of such Seller's properties or
assets are bound. No United States federal, state or local (or, to the knowledge
of such Seller, Bermuda ) consent, approval, or authorization of, or
registration or filing with, any Governmental Agency is required to be obtained
or made by or with respect to such Seller in connection with the execution and
delivery of this Agreement by such Seller or the performance by such Seller of
the transactions contemplated hereby to be performed by it, except for filings
under the Securities Exchange Act of 1934, as amended, relating to the
beneficial ownership by such Seller of the Company's securities.
SECTION 3.4. BROKERS. All negotiations relative to this Agreement
and the transactions contemplated hereby have been carried on by such Seller
without the intervention of any other Person acting on its behalf in such manner
as to give rise to any valid claim by any such Person against the Company for a
finder's fee, brokerage commission or other similar payment based on an
arrangement with such Seller.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to Sellers as follows:
SECTION 4.1. AUTHORITY OF THE COMPANY.
(a) The Company is duly organized, validly existing, and in good
standing under the laws of Bermuda, with full corporate power and authority
to execute and deliver this Agreement.
(b) The execution and delivery by the Company of this Agreement and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action on the part of the
Company, and this Agreement constitutes the legal, valid and binding
obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, moratorium or similar laws from time to time in
effect which affect creditors' rights generally, and by legal and equitable
limitations on the enforceability of specific remedies.
SECTION 4.2. NO CONFLICT OR VIOLATION. Neither the execution and
delivery of this Agreement by the Company, nor the consummation of the
transactions contemplated hereby, nor the fulfillment of the terms and
compliance with the provisions hereof will conflict with or result in a material
breach of or a material default (or in an occurrence which with the lapse of
time or action by a third party, or both, could result in a material default)
with respect to any of the terms, conditions or
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provisions of any applicable order, writ or decree of any court or of any
Governmental Agency, applicable to the Company, or of the Memorandum of
Association or Bye-Laws of the Company, or of any indenture, contract,
agreement, lease, or other instrument to which the Company is a party or subject
or by which the Company or any of its properties or assets are bound, or of any
applicable statute, rule, or regulation to which the Company or its businesses
is subject, except for those conflicts, breaches, defaults, terminations, or
accelerations, which individually or in the aggregate could not reasonably be
expected to have a material adverse effect on the Company or materially impair
the ability of the Company to consummate the transactions contemplated by this
Agreement.
SECTION 4.3. BROKERS. All negotiations relative to this Agreement
and the transactions contemplated hereby have been carried on by the Company
without the intervention of any other Person acting on its behalf in such manner
as to give rise to any valid claim by any such Person against any of the Sellers
or their Affiliates for a finder's fee, brokerage commission or other similar
payment based on an arrangement with the Company.
ARTICLE V.
CERTAIN COVENANTS AND AGREEMENTS
SECTION 5.1. TRANSFER TAXES. Any sales, recording, transfer,
stamp, conveyance, value added, use, or other similar Taxes, duties, excise,
governmental charges or fees imposed as a result of the sale of the Equity to
the Company pursuant to this Agreement shall be borne by the Sellers.
SECTION 5.2. EFFORTS. Upon the terms and subject to the
conditions of this Agreement, each of the parties hereto shall use commercially
reasonable efforts to take, or cause to be taken, all action, and to do, or
cause to be done, all things necessary, proper or advisable consistent with
applicable law to consummate and make effective in the most expeditious manner
practicable the transactions contemplated hereby.
ARTICLE VI.
MISCELLANEOUS PROVISIONS
SECTION 6.1. NOTICES. All notices, demands or other
communications to be given or delivered under or by reason of the provisions of
this Agreement shall be in writing and shall be deemed to have been given (a)
when delivered personally to the recipient, (b) when sent to the recipient by
telecopy (receipt electronically confirmed by sender's telecopy machine) if
during normal business hours of the recipient, otherwise on the next Business
Day, (c) one (1) Business Day after the date when sent to the recipient by
reputable express courier service (charges prepaid), or (d) seven (7) Business
Days after the date when mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid. Such notices, demands and
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other communications will be sent to Sellers and to Purchaser at the addresses
indicated below:
(A) if to USF&G, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, with a copy to: Corporate Secretary, or at
such other address as it may have furnished the Company in writing;
(B) if to WPI, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, with a copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or at such
other address as WPI may have furnished the Company in writing;
(C) if to GEIPPI, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Controller to Alternative Investments, with copies to:
Associate General Counsel to Alternative Investments and GE Investment,
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at
such other address as GEIPPI may have furnished the Company in writing;
(D) if to GEPT, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Controller to Alternative Investments, with a copy to:
Associate General Counsel to Alternative Investments, or such other address
as GEPT may have furnished the Company in writing;
(E) if to the Company, at its offices, currently ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇, marked for the attention of the
President, with a copy to the Secretary of the Company, or at such other
address as the Company may have furnished in writing to each of the
Institutional Investors, with a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇▇,
Esq..
SECTION 6.1. AMENDMENTS. The terms, provisions and conditions of
this Agreement may not be changed, modified or amended in any manner except by
an instrument in writing duly executed by all parties hereto.
SECTION 6.2. ASSIGNMENT AND PARTIES IN INTEREST.
(a) Neither this Agreement nor any of the rights, duties, or
obligations of any party hereunder may be assigned or delegated (by
operation of law or otherwise) by any party hereto except with the prior
written consent of the other parties hereto.
(b) This Agreement shall not confer any rights or remedies upon any
person or entity other than the parties hereto and their respective
permitted successors and assigns.
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SECTION 6.3. EXPENSES. Except as expressly set forth in this
Agreement, each party to this Agreement shall bear all of its legal, accounting,
investment banking, and other expenses incurred by it or on its behalf in
connection with the transactions contemplated by this Agreement, whether or not
such transactions are consummated.
SECTION 6.4. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement among the parties hereto with respect to the subject matter
hereof, supersedes and is in full substitution for any and all prior agreements
and understandings among them relating to such subject matter, and no party
shall be liable or bound to the other party hereto in any manner with respect to
such subject matter by any warranties, representations, indemnities, covenants,
or agreements except as specifically set forth herein. The Schedule to this
Agreement is hereby incorporated and made a part hereof and is an integral part
of this Agreement.
SECTION 6.5. DESCRIPTIVE HEADINGS. The descriptive headings of the
several sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
SECTION 6.6. COUNTERPARTS. For the convenience of the parties, any
number of counterparts of this Agreement may be executed by any one or more
parties hereto, and each such executed counterpart shall be, and shall be deemed
to be, an original, but all of which shall constitute, and shall be deemed to
constitute, in the aggregate but one and the same instrument.
SECTION 6.7. GOVERNING LAW . This Agreement and the legal
relations between the parties hereto shall be governed by and construed in
accordance with the laws of Bermuda, applicable to contracts made and performed
therein without regard to principles of conflicts of law.
SECTION 6.8. CONSTRUCTION. The language used in this Agreement
will be deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction will be applied against any party.
Any references to any federal, state, local or foreign statute or law will also
refer to all rules and regulations promulgated thereunder, unless the context
requires otherwise. Unless the context otherwise requires: (a) a term has the
meaning assigned to it by this Agreement; (b) "or" is disjunctive but not
exclusive; (c) words in the singular include the plural, and in the plural
include the singular; (d) provisions apply to successive events and
transactions; and (e) "$" means the currency of the United States of America.
SECTION 6.9. SEVERABILITY. In the event that any one or more of
the provisions contained in this Agreement or in any other instrument referred
to herein, shall, for any reason, be
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held to be invalid, illegal or unenforceable in any respect, then to the maximum
extent permitted by law, such invalidity, illegality or unenforceability shall
not affect any other provision of this Agreement or any other such instrument.
Furthermore, in lieu of any such invalid or unenforceable term or provision, the
parties hereto intend that there shall be added as a part of this Agreement a
provision as similar in terms to such invalid or unenforceable provision as may
be possible and be valid and enforceable.
SECTION 6.10. SPECIFIC PERFORMANCE. Without limiting or waiving in
any respect any rights or remedies of the Company under this Agreement now or
hereinafter existing at law or in equity or by statute, each of the parties
hereto shall be entitled to seek specific performance of the obligations to be
performed by the other in accordance with the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first written above.
RENAISSANCERE HOLDINGS LTD.
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
WARBURG, ▇▇▇▇▇▇ INVESTORS, L.P.
By: Warburg, ▇▇▇▇▇▇ & Co.,
General Partner
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Partner
TRUSTEES OF GENERAL ELECTRIC
PENSION TRUST
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trustee
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS I, LIMITED PARTNERSHIP
By: GE Investment Management
Incorporated, General Partner
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
UNITED STATES FIDELITY AND GUARANTY COMPANY
By:/s/ ▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
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SCHEDULE A
NUMBER OF
COMMON
SELLER SHARES SOLD PURCHASE PRICE
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Warburg, ▇▇▇▇▇▇ Investors L.P. 1,009,838 $34,839,411.00
Trustees of General Electric Pension
Trust 360,656 12,442,632.00
GE Investment Private Placement
Partners I, Limited Partnership 360,656 12,442,632.00
United States Fidelity and Guaranty
Company 354,211 12,220,279.50
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TOTAL 2,085,361 $71,944,954.50
A-1