8-K
GREENLIGHT CAPITAL RE, LTD. (GLRE)
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
December 15, 2022
Date of report (Date of earliest event reported)
GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in 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 | ||
| P.O. Box 31110 | ||
| Camana Bay | ||
| Grand Cayman | ||
| Cayman Islands | KY1-1205 | |
| (Address of principal executive offices) | (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 (see General Instruction A.2. below):
| ☐ | 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)) |
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 ☐
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. 1 to the Second Amended and Restated Exempted Limited Partnership Agreement
On December 15, 2022, Greenlight Reinsurance, Ltd. (“Greenlight Re”) and Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), each a wholly owned subsidiary of Greenlight Capital Re, Ltd. (the “Registrant” and, together with Greenlight Re and GRIL, “GLRE”), the Registrant (for limited purposes) and DME Advisors II, LLC (together with GLRE, the “Parties”), general partner of Solasglas Investments, LP (“SILP”), executed that certain Amendment No. 1 (the “Amendment”) to the Second Amended and Restated Exempted Limited Partnership Agreement, dated as of January 7, 2021 and effective as of January 1, 2021 (the “Second Restated Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Second Restated Agreement, as amended.
The Amendment amends and restates in its entirety the defined term “Additional Investment Ratio” to mean a ratio where (x) the numerator is the product of (a) 0.60 (the “Investment Cap”) multiplied by (b) the GLRE Surplus, and (y) the denominator is the sum of the Capital Account of each of Greenlight Re and GRIL, effective as of January 1, 2023.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety to the Amendment, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
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.
| GREENLIGHT CAPITAL RE, LTD. | |
|---|---|
| (Registrant) | |
| By: | /s/ Neil Greenspan |
| Name: | Neil Greenspan |
| Title: | Chief Financial Officer |
| Date: | December 20, 2022 |
Document
AMENDMENT NO. 1
TO THE
SECOND AMENDED AND RESTATED
EXEMPTED LIMITED PARTNERSHIP AGREEMENT
OF
SOLASGLAS INVESTMENTS, LP
This Amendment No. 1 (this “Amendment”) to the Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP (the “Partnership”) dated January 7, 2021 and effective as of January 1, 2021 (the “Partnership Agreement”) is entered into on this 15th day of December 2022 and effective as of January 1, 2023. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Partnership Agreement.
PRELIMINARY MATTERS
WHEREAS, the Partners wish to amend the Partnership Agreement to amend and restate the defined term “Additional Investment Ratio”; and
WHEREAS, the Partnership Agreement is being amended to reflect the foregoing by the Partners in accordance with Section 8.1 of the Partnership Agreement.
NOW THEREFORE, the Partnership Agreement is hereby amended as follows:
AGREEMENT
1.Amendment to Definition of “Additional Investment Ratio.” The definition of “Additional Investment Ratio” in the Partnership Agreement is hereby amended and restated in its entirety as follows:
“Additional Investment Ratio” means a ratio where (x) the numerator is the product of (a) 0.60 (the “Investment Cap”) multiplied by (b) the GLRE Surplus, and (y) the denominator is the sum of the Capital Account of each of Greenlight Re and GRIL.
2.Effect of Amendment. On and after the date of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, or “herein” shall mean and be a reference to the Agreement, as amended by this Amendment. Except as specifically amended herein, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.
3.Governing Law. This Amendment and the rights of the Partners hereunder are governed by and construed in accordance with the laws of the Cayman Islands, without regard to the conflict of laws rules thereof.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered on the date first above written.
GENERAL PARTNER:
DME ADVISORS II, LLC
By: /s/ Daniel Roitman
Name: Daniel Roitman
Title: Chief Operating Officer
LIMITED PARTNERS:
GREENLIGHT REINSURANCE, LTD.
By: /s/ Simon Burton
Name: Simon Burton
Title: Chief Executive Officer
By: /s/ Neil Greenspan
Name: Neil Greenspan
Title: Chief Financial Officer
GREENLIGHT REINSURANCE IRELAND,
DESIGNATED ACTIVITY COMPANY
By: /s/ Patrick O’Brien
Name: Patrick O’Brien
Title: CEO & Director
By: /s/ Neil Greenspan
Name: Neil Greenspan
Title: Director
GREENLIGHT CAPITAL RE, LTD.
for limited purposes
By: /s/ Neil Greenspan
Name: Neil Greenspan
Title: Chief Financial Officer
Signature Page
Amendment No. 1
Second Amended and Restated Exempted Partnership Agreement
Solasglas Investments, LP
Signature Page
Amendment No. 1
Second Amended and Restated Exempted Partnership Agreement
Solasglas Investments, LP