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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
May 30, 2024
Date of report (Date of earliest event reported)
GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter)
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| Cayman Islands |
001-33493 |
N/A |
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(IRS employer identification no.)
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| 65 Market Street |
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| Suite 1207, Jasmine Court |
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| P.O. Box 31110 |
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| Camana Bay |
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| Grand Cayman |
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| Cayman Islands |
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KY1-1205 |
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(Zip code) |
(205) 291-3440
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Ordinary Shares |
GLRE |
Nasdaq Global Select Market |
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 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
Amendment No. 3 to Shareholders’ Agreement
On May 30, 2024, Greenlight Capital Re, Ltd. (the “Registrant”) entered into Amendment No. 3 (the “Amendment”) to the Shareholders’ Agreement, dated as of August 11, 2004 (the “Agreement”), as amended on June 29, 2018 and June 30, 2021, by and between the Registrant and David Einhorn. Mr. Einhorn is the Chairman of the Registrant’s Board of Directors and the president of Greenlight Capital, Inc. and DME Advisors, LP, which are affiliates of the Registrant. The parties entered into the Amendment to extend the expiration date of the Agreement to June 30, 2034 (the “Termination Date”). Within one (1) year prior to the Termination Date, the Agreement can be extended for additional periods, each not to exceed ten (10) years.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GREENLIGHT CAPITAL RE, LTD. |
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(Registrant) |
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By: |
/s/ Faramarz Romer |
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Name: |
Faramarz Romer |
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Title: |
Chief Financial Officer |
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Date: |
May 30, 2024 |
EX-10.1
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amendmentno3toshareholders.htm
EX-10.1
Document
AMENDMENT NO. 3 TO SHAREHOLDERS’ AGREEMENT
This Amendment No. 3, dated as of May 30, 2024 (this “Amendment”), to the Shareholders’ Agreement, dated as of August 11, 2004 (the “Agreement”), is made between Greenlight Capital Re, Ltd., a company organized under the laws of the Cayman Islands (the “Company”), and David Einhorn (the “Shareholder”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Agreement.
WHEREAS, on August 10, 2022, the Shareholder assigned all of his Class B shares of the Company to DME 2022 Holdings, LLC, a Delaware limited liability company, as a Permitted Transferee under the Agreement;
WHEREAS, on July 25, 2023, following shareholder approval of the Company, all of the Class B shares of the Company held by the LLC were reclassified as Ordinary Shares of the Company, which the parties hereto acknowledge are Registrable Securities under the Shareholders Agreement;
WHEREAS, the Audit Committee of the Board of Directors of the Company (the “Committee”) has determined it is in the best interests of the Company and its stockholders to extend the expiration date of the Agreement; and
WHEREAS, pursuant to its authority under Section 15 of the Agreement, the Committee has authorized and approved this Amendment as of the date hereof.
NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth in this Amendment, the parties hereby agree as follows:
1. Section 15(c) of the Agreement is hereby amended to read in its entirety as follows:
“(c) Term and Termination.
This Agreement may be terminated at any time by an instrument in writing signed by all of the parties hereto. This Agreement shall terminate automatically as to any Shareholder that Transfers all of its equity securities of the Company. The provisions of Sections 2, 3 and 14 of this Agreement, other than Section 2(d) of this Agreement shall terminate automatically as to all parties hereto upon the consummation of an IPO. Unless sooner terminated, this Agreement shall terminate on June 30, 2034, unless, at any time within one (1) year prior to such date, all of the parties extend its duration for as many additional periods, each not to exceed ten (10) years, as they may desire.”
2. This Amendment shall be deemed to be a contract made under the law of the State of New York and for all purposes shall be governed by and construed in accordance with the law of such State applicable to contracts to be made and performed entirely within such State.
3. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature. This Amendment shall be effective as of the close of business on the date hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
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GREENLIGHT CAPITAL RE, LTD. |
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By: |
/s/ David Sigmon |
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Name: |
David Sigmon |
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Title: |
General Counsel |
DAVID EINHORN, as Shareholder, on behalf of himself, and as the Manager of DME 2022 Holdings, LLC
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By: |
/s/ David Einhorn |
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Name: |
David Einhorn |
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