Contract
Exhibit
2.1
EXECUTION
COPY
AMENDMENT NO. 1 TO THE
SECURITIES PURCHASE AGREEMENT
This
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made
as of July 17, 2009 among:
(i)
PartnerRe Ltd., a Bermuda exempted company (“Parent”);
(ii)
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital Partners V (Cayman), L.P., ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
Capital Partners V (Cayman Parallel), L.P. and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital
Associates V (Cayman), L.P. (collectively, the “▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
Sellers”);
(iii)
Trident III, L.P. and Trident III Professionals Fund, L.P. (collectively, the
“Stone Point
Sellers”);
(iv)
Vestar Capital Partners V, L.P., Vestar Capital Partners V-A, L.P., Vestar
Executives V, L.P. and Vestar Holdings V, L.P. (collectively, the “Vestar
Sellers”);
(v)
Crestview Partners (Outbound), L.P., Crestview Partners TE (Outbound), L.P.,
Crestview Partners ERISA (Outbound), L.P., Crestview Partners (PF), L.P. and
Crestview Offshore Holdings (Cayman), L.P. (collectively, the “Crestview
Sellers”);
(vi)
Caisse de depot et placement du Québec (the “Caisse de Dépôt
Seller”);
(vii) New
Mountain Partners II (Cayman), L.P., Allegheny New Mountain Partners (Cayman),
L.P. and New Mountain Affiliated Investors II (Cayman), L.P. (collectively, the
“New Mountain
Sellers”); each of the ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Sellers, the Stone Point
Sellers, the Vestar Sellers, the Crestview Sellers, the Caisse de Dépôt Seller
and the New Mountain Sellers is individually referred to as a “Seller”, and
collectively is referred to as the “Sellers”);
and
(ix)
PARIS RE Holdings Limited, a Swiss corporation (the “Company”).
This
Amendment amends that certain Securities Purchase Agreement (the “SPA”), dated as of
July 4, 2009, by and among Parent,
the Company and the Sellers. All capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the
SPA.
WHEREAS,
in accordance with Section 11.02(a) of the SPA, the parties hereto wish to
amend the SPA and consent to certain related matters as specified
herein.
NOW,
THEREFORE, the parties hereto agree as follows:
1. Amendment to Exhibit A and
Exhibit E. Exhibit A and Exhibit E to the SPA
are hereby amended and restated in their entirety as set forth in Exhibit A and Exhibit E attached
hereto, respectively.
2. Amendment to Section
2.01(a). The second sentence of Section 2.01(a) of the SPA is
hereby amended and restated in its entirety as follows:
“The
purchase price for each Company Share is equal to (i) the Per Share
Consideration plus
(ii), solely to the extent the Share Capital Repayment is not paid immediately
prior to the Closing pursuant to Section 9.03(b) of the Transaction Agreement, a
Parent Note denominated in CHF with a principal amount equal to the difference
between (x) CHF 4.17 minus (y) any per share
payment of the Share Capital Repayment made prior to Closing pursuant to Section
9.03(b)(ii) of the Transaction Agreement, and the purchase price for each
Company Warrant is equal to the Per Warrant Consideration.”
3. Amendment to Section
2.02(d). Section 2.02(d) of the SPA is hereby amended and
restated in its entirety as follows:
“Solely
to the extent the Share Capital Repayment is not paid immediately prior to the
Closing pursuant to Section 9.03(b) of the Transaction Agreement, Purchaser
shall deliver to each Seller a Parent Note denominated in CHF having an
aggregate principal amount equal to (i) the difference between (x) CHF 4.17 and
(y) any per share payment of the Share Capital Repayment made prior to Closing
pursuant to Section 9.03(b)(ii) of the Transaction Agreement times (ii) the number of
Company Shares set forth opposite such Seller’s name on Exhibit A
hereto.”
4. Effectiveness and
Ratification. All of the provisions of this Amendment shall be
effective as of the date hereof. Except as specifically provided for
in this Amendment, the terms of the SPA are hereby ratified and confirmed and
remain in full force and effect.
5. Counterparts. This
Amendment may be executed and delivered (including by facsimile or electronic
transmission) in any number of counterparts, and by the different parties hereto
in separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute a single
instrument.
6. Governing
Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of law rules of such state.
7. Jurisdiction. The parties
hereto agree that any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Amendment or the transactions contemplated hereby shall be brought in the United
States District Court for the Southern District of New York, so long as such
court shall have subject matter jurisdiction over such suit, action or
proceeding, and that any cause of action arising out of this Amendment shall be
deemed to have arisen from a transaction of business in the State of New York,
and each of the parties hereby irrevocably consents to the jurisdiction of such
court (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in such court or
that any
such suit, action or proceeding brought in such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding
may be served on any party anywhere in the world, whether within or without the
jurisdiction of such court. Without limiting the foregoing,
each party agrees that service of process on such party as provided in Section
11.01 of the SPA shall be deemed effective service of process on such
party. The parties agree that a final judgment in any such suit,
action or proceeding shall be conclusive and may be enforced in other
jurisdictions in any manner provided by Applicable Law.
[THE REMAINDER OF THIS PAGE IS
INTENTIONALLY LEFT BLANK.]
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No.1 to the
Securities Purchase Agreement as of the date first written above.
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▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇ Capital Partners V (Cayman),
▇.▇.
▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇ Capital Partners V (Cayman
Parallel),
▇.▇.
▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇ Capital Associates V (Cayman),
L.P.
By:
▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇ Investors V (Cayman),
L.P.,
general partner of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
Capital
Partners V (Cayman), L.P. and
▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇ Capital Partners V
(Cayman
Parallel), L.P.
By: ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇ Investors V
(Cayman),
Ltd., general partner of
▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇ Capital Associates
V
(Cayman), L.P. and ▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇▇
Investors V (Cayman), L.P.
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| By: |
/s/
C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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| Name: |
C.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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| Title: | Vice President | ||
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Trident
III, L.P.
By: Stone
Point Capital LLC, as manager
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: |
▇▇▇▇▇
▇▇▇▇▇
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| Title: | Senior Principal | ||
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Trident
III Professionals Fund, L.P.
By: Stone
Point Capital LLC, as manager
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: |
▇▇▇▇▇
▇▇▇▇▇
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| Title: | Senior Principal | ||
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Vestar Capital Partners V,
L.P.
By: Vestar
Associates V, L.P.
Its: General
Partner
By: Vestar
Managers V Ltd.
Its: General
Partner
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| By: |
/s/
▇▇▇▇ ▇. ▇▇▇▇▇
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| Name: |
▇▇▇▇
▇. ▇▇▇▇▇
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| Title: | Managing Director | ||
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Vestar
Executives V, L.P.
By: Vestar Associates V,
L.P.
Its: General
Partner
By: Vestar Managers V
Ltd.
Its: General
Partner
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| By: |
/s/
▇▇▇▇ ▇. ▇▇▇▇▇
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| Name: |
▇▇▇▇
▇. ▇▇▇▇▇
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| Title: | Managing Director | ||
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Vestar
Capital Partners V-A, L.P.
By: Vestar Managers V
Ltd.
Its: General
Partner
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| By: |
/s/
▇▇▇▇ ▇. ▇▇▇▇▇
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| Name: |
▇▇▇▇
▇. ▇▇▇▇▇
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| Title: | Managing Director | ||
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Vestar
Holdings V, L.P.
By: Vestar Managers V
Ltd.
Its: General
Partner
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| By: |
/s/
▇▇▇▇ ▇. ▇▇▇▇▇
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| Name: |
▇▇▇▇
▇. ▇▇▇▇▇
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| Title: | Managing Director | ||
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Crestview
Partners (Outbound), L.P.
By:
Crestview Partners GP
(Outbound), L.P.,its general
partner
By: Crestview, L.L.C., its general
partner
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| By: |
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Title: | Partner | ||
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Crestview Partners TE (Outbound),
L.P.
By: Crestview Partners GP
(Outbound), L.P., its general
partner
By:
Crestview, L.L.C., its
general partner
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| By: |
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Title: | Partner | ||
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Crestview Partners ERISA
(Outbound), L.P.
By: Crestview Partners GP
(Outbound), L.P., its general
partner
By:
Crestview, L.L.C., its
general partner
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| By: |
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Title: | Partner | ||
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Crestview Partners (PF),
L.P.
By: Crestview Partners GP, L.P.,
its general partner
By:
Crestview, L.L.C., its
general partner
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| By: |
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Title: | Partner | ||
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Crestview Offshore Holdings
(Cayman), L.P.
By: Crestview Partners GP, L.P.,
its general partner
By:
Crestview, L.L.C., its
general partner
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| By: |
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Title: | Partner | ||
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Caisse
de depot et placement du Québec
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| By: |
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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| Name: |
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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| Title: | Vice-President, Investments | ||
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/s/
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
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Manager
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Allegheny New Mountain Partners
(Cayman), L.P.
By:
New Mountain Investments II
(Cayman), L.P., its
General
Partner
By:
NMI II (Cayman) GP,
Ltd., its General Partner
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| By: |
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Name: |
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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| Title: | Director | ||
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New Mountain
Partners II (Cayman), L.P.
By: New Mountain
Investments II (Cayman), L.P., its
General
Partner
By: NMI II (Cayman)
GP, Ltd., its General Partner
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| By: |
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Name: |
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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| Title: | Director | ||
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New Mountain Affiliated Investors
II (Cayman), L.P.
By: New Mountain
Investments II (Cayman), L.P., its
General Partner
By: NMI II (Cayman)
GP, Ltd., its General Partner
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| By: |
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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| Name: |
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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| Title: | Director | ||
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PARIS
RE HOLDINGS LIMITED
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| By: |
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇
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| Name: |
▇▇▇▇▇
▇▇▇▇▇▇▇
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| Title: | General Counsel | ||