UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 18, 2018

VALIDUS HOLDINGS, LTD.

(Exact name of Registrant as specified in its charter)


Bermuda	001-33606	98-0501001
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

29 Richmond Road, Pembroke, Bermuda HM 08

(Address of principal executive offices)

Registrant’s telephone number, including area code: (441) 278-9000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 18, 2018, in connection with the consummation of the Merger (as defined below), Validus Holdings, Ltd., a Bermuda exempted company (the “Company”), Validus Reinsurance, Ltd. (“Validus Re”), American International Group, Inc. (“AIG”), JPMorgan Chase Bank, N.A., as administrative agent, The Bank of New York Mellon, as collateral agent, and the lenders party thereto entered into amendment no. 1 (the “Amendment”) to the Five-Year Secured Letter of Credit Facility Agreement, dated as of December 9, 2015 (the “Existing Credit Agreement” and as amended, the “Amended Credit Agreement”), among the Company, Validus Re, Lloyds Securities Inc., as syndication agent, JPMorgan Chase Bank, N.A., as administrative agent, Barclays Bank PLC, HSBC Bank USA, National Association, and SunTrust Bank, as co-documentation agents and the lenders party thereto, to, among other things, add AIG as a guarantor under the Amended Credit Agreement.

In addition, all liens over collateral under the Existing Credit Agreement are released and the Amended Credit Agreement becomes an unsecured letter of credit facility agreement. The covenants, representations and warranties, and certain events of default, which applied under the Existing Credit Agreement, cease to apply.

A copy of the Amendment is attached and incorporated herein by reference as Exhibit 1.1. The foregoing description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

Item 1.02 Termination of a Material Definitive Agreement.

On July 18, 2018, in connection with the consummation of the Merger, all obligations were repaid under (a) the Credit Agreement, dated as of August 7, 2017, among the Company, Validus Re and Barclays Bank PLC, as lender (the “Barclays Credit Agreement”), (b) the Unsecured Revolving Credit Agreement, dated as of August 7, 2017, among the Company, Validus Re and HSBC Bank USA, National Association, as lender (the “HSBC Credit Agreement”) and (c) the Five-Year Unsecured Revolving Credit and Letter of Credit Facility Agreement, dated as of December 9, 2015, among, amongst others, the Company, Validus Re, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “JPM Credit Agreement” and together with the Barclays Credit Agreement and the HSBC Credit Agreement, the “Terminated Credit Agreements”). The Terminated Credit Agreements were terminated on the same date in connection with such transactions. The material terms of each of the Terminated Credit Agreements are described under Note 19 of the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 18, 2018, the Company completed its previously announced merger with Venus Holdings Limited (“Merger Sub”), a wholly-owned subsidiary of AIG. Pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018, by and among the Company, Merger Sub and AIG (the “Merger Agreement”), and the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended (the “Companies Act”) by and among the Company, Merger Sub and AIG, dated as of July 18, 2018, Merger Sub merged with and into the Company in accordance with the Companies Act (the “Merger”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of AIG.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding common share, par value $0.175 per common share, of the Company (the “Common Shares”), other than shares that were owned by the Company as treasury shares, owned by a subsidiary of the Company, owned by AIG or any of its subsidiaries or that were subject to any Company Award (as defined in the Merger Agreement), were converted into the right to receive $68.00 in cash (the “Merger Consideration”), without interest and subject to any applicable tax withholdings, funded with cash on hand from AIG.

Following the Effective Time, each issued and outstanding series A preference share, par value $0.175 per share, of the Company remains issued and outstanding as a “Series A Preference Share” of the Company (the “Series A Preference Shares”) and each issued and outstanding series B preference share, par value $0.175 per share, of the Company remains issued and outstanding as a “Series B Preference Share” of the Company (the “Series B Preference Shares”), in each case as described further in the Merger Agreement.

At the Effective Time, a pro rata portion of each outstanding restricted share, performance share, restricted stock unit and performance stock unit of the Company, subject to certain exceptions, vested based on the portion of the applicable

vesting period elapsed through the Effective Time (with the number of performance shares and performance stock units vesting determined based on the target performance level), and was canceled and entitled to receive the Merger Consideration. Subject to certain exceptions, the remaining unvested portion of each such outstanding restricted share, performance share, restricted stock unit and performance stock unit were, at the Effective Time, canceled, assumed by AIG and converted into an award of AIG restricted stock or restricted stock units (with the number of performance shares and performance stock units determined based on the target level). Such assumed and converted awards remain subject to the service-vesting requirements and other terms as in effect immediately prior to the Effective Time (other than performance shares and performance stock units, which are subject solely to service-vesting requirements and will no longer be subject to any further performance-based vesting requirements).

A copy of the Merger Agreement is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 22, 2018 and is attached and incorporated herein by reference as Exhibit 2.1. The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

VALIDUS HOLDINGS LTD 8-K