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
 
April 2, 2020
Date of Report (Date of earliest event reported)
 
GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in its charter)
 
Cayman Islands
 
001-33493
 
N/A
(State or other jurisdiction of
incorporation)
 

 
(Commission File Number)
 
(IRS Employer Identification No.)

65 Market Street, Suite 1207,
Jasmine Court, Camana Bay,
P.O. Box 31110
Grand Cayman, Cayman Islands
(Address of principal executive offices)
 
 
 




KY1-1205
(Zip code)
 
 
(345) 943-4573
(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:
¨
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)
o
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A 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 o

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



Item 8.01.  Other Events.
 
On April 2, 2020, Greenlight Capital Re, Ltd. (the “Company”) announced the completion of its strategic review process, the expansion of the Company’s share repurchase program of Class A Ordinary Shares from 2.5 million to 5.0 million Class A Ordinary Shares through June 30, 2021 and the authorization to repurchase up to $25 million aggregate face amount of the Company’s 4.00% Convertible Senior Notes due 2023 through June 30, 2021.

A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
        
99.1 Press release dated April 2, 2020.



SIGNATURES
 
     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.
 

 
GREENLIGHT CAPITAL RE, LTD.
 
 
  (Registrant)
 
 
 
 
 
 
By:
/s/ Tim Courtis
 
 
Name:
Tim Courtis
 
 
Title:
Date:
Chief Financial Officer
April 3, 2020
 

 
 
 
 

Exhibit

GREENLIGHT CAPITAL RE, LTD.
ANNOUNCES COMPLETION OF STRATEGIC REVIEW AND
SECURITIES REPURCHASE AUTHORIZATION
GRAND CAYMAN, Cayman Islands – April 2, 2020 - Greenlight Capital Re, Ltd. (Nasdaq: GLRE) (“Greenlight Re” or the “Company”), a specialist property and casualty reinsurance company headquartered in the Cayman Islands, today announced that its Board of Directors (the “Board”) has completed its review of strategic transaction alternatives. After a thorough and rigorous process conducted by the Board with the assistance of Credit Suisse Securities (USA) LLC, the Company determined that the best course of action is to continue its existing business plan. The Board, following a recommendation made by a special committee composed of independent directors, determined that at this time stockholder value is likely to be better enhanced on a standalone basis than by pursuing a transaction with a third party.
The Board also expanded the Company’s share repurchase program of Class A Ordinary Shares from 2.5 million to 5.0 million Class A Ordinary shares through June 30, 2021. Share repurchases may be made through open market and privately negotiated transactions at times and in such amounts as deemed appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The share repurchase program may be limited or terminated at any time without prior notice.
The Board also authorized the repurchase of up to $25.0 million aggregate face amount of the Company’s 4.00% Convertible Senior Notes due 2023 through June 30, 2021. Note repurchases may be made from time to time in compliance with regulatory and other legal requirements, and subject to market conditions and other factors, and may be limited or terminated at any time without prior notice.
This press release does not constitute an offer to sell or purchase or a solicitation of an offer to sell or purchase any Class A Ordinary Shares or our 4.00% Convertible Senior Notes due 2023. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful.


About Greenlight Capital Re, Ltd.
Established in 2004, Greenlight Re (www.greenlightre.com) is a Nasdaq listed company with specialist property and casualty reinsurance companies based in the Cayman Islands and Ireland. Greenlight Re provides risk management products and services to the insurance, reinsurance and other risk marketplaces. The Company focuses on delivering risk solutions to clients and brokers by whom Greenlight Re's expertise, analytics and customer service offerings are demanded. With an emphasis on deriving superior returns from both sides of the balance sheet, Greenlight Re manages its assets according to a value-oriented equity-focused strategy that supports the goal of long-term growth in book value per share.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. Federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on behalf of the Company. These risks and uncertainties include the impact of general economic conditions and conditions affecting the insurance and reinsurance industry, the adequacy of our reserves, our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market fluctuations, trends in insured and paid losses, catastrophes, regulatory and legal uncertainties and other factors described in our annual report on Form 10-K filed with the Securities Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as provided by law.
For further information contact:        
Investor Relations:
Adam Prior
The Equity Group Inc.
(212) 836-9606
IR@greenlightre.ky