FLAGSTONE REINSURANCE HOLDINGS, S.A. FILES (8-K) Disclosing Termination of a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 1.02 Termination Of A Material Definitive Agreement
The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated by reference herein.
EffectiveNovember 26, 2012 , in connection with the completion of
the Mergers, Flagstone voluntarily terminated its secured letter of credit facility with Barclays Bank Plc (the "Barclays Facility"). At the time of termination, there were no outstanding letters of credit issued under the Barclays Facility.
Item 3.01 Notice Of Delisting Or Failure To Satisfy A Continued Listing Rule Or
Standard; Transfer Of Listing
The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
OnNovember 30, 2012 , Validus UPS, the successor-in-interest to
Flagstone, notified the
Item 3.03 Material Modification To Rights Of Security Holders
The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
In connection with the completion of the Mergers, each Flagstone
share issued and outstanding immediately prior to the First-Step Merger was converted into the right to receive the Merger Consideration, and Flagstone's shareholders immediately prior to the First-Step Merger ceased to have any rights as shareholders of Flagstone (other than their right to receive the Merger Consideration). Because Flagstone shareholders will receive Validus common shares as a portion of the Merger Consideration, they will have the rights of a shareholder of Validus.
Item 5.01 Changes In Control Of Registrant
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The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
At the effective time of the Mergers, as contemplated under the
Merger Agreement, the successor-in-interest to Flagstone became wholly owned by Validus.
Item 5.02 Departure of Certain Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
OnNovember 30, 2012 , upon completion of the Mergers and in
accordance with the terms of the Merger Agreement, the directors of Validus UPS immediately prior to the effective time of the Mergers,
OnNovember 30, 2012 , upon completion of the Mergers and in
accordance with the terms of the Merger Agreement, the officers of Validus UPS immediately prior to the effective time of the Mergers became the officers of Validus UPS, as the successor-in-interest to Flagstone, and the following officers of Flagstone were terminated from their positions:
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information provided in the Introductory Note of this Current
Report on Form 8-K is incorporated herein by reference.
Upon completion of the Mergers and in accordance with the terms
of the Merger Agreement, the Memorandum of Association and Bye-Laws of Validus UPS became the Memorandum of Association and Bye-Laws of Validus UPS as the successor-in-interest to Flagstone.
The Memorandum of Association and the Bye-Laws of Validus UPS, as
the successor-in-interest to Flagstone, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements And Exhibits
(d) Exhibits. The following exhibits are filed herewith: Exhibit No. Description ----------- ----------------------------------------------------------------------- 2.1 Agreement and Plan of Merger, dated as ofAugust 30, 2012 , by and among Validus Holdings, Ltd.,Validus UPS, Ltd. ,Flagstone Reinsurance Holdings, S.A. andFlagstone Reinsurance Holdings (Bermuda) Limited (incorporated by reference to the Current Report on Form 8-K filed onSeptember 4, 2012 ). 3.1 Memorandum ofAssociation of Validus UPS, Ltd.
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3.2 Bye-Laws ofValidus UPS, Ltd. 99.1 Press Release, datedNovember 30, 2012
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VALIDUS HOLDINGS LTD FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits
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