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): January 21, 2010
VALIDUS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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| Bermuda
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001-33606
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98-0501001 |
| (State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
| of incorporation)
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29 Richmond Road, Pembroke, HM 08 Bermuda
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement.
On January 21, 2010, Validus Holdings, Ltd. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., as representative of the
several underwriters named therein, pursuant to which the Company agreed to sell to the
Underwriters $250 million aggregate principal amount of its 8.875% Senior Notes due 2040 (the
“Notes”). The Underwriting Agreement contains representations, covenants and closing conditions
that the Company believes are usual and customary for underwriting agreements relating to
underwritten offerings of unsecured senior notes.
The closing of the sale of the Notes occurred on January 26, 2010. The Notes were registered
under the Securities Act of 1933, as amended. The net proceeds from the offering of the Notes,
after deducting underwriting discounts and commissions and estimated offering expenses, were
approximately $244.3 million and will be used for general corporate purposes, which may include the
repurchase of the Company’s outstanding capital stock, dividends to the Company’ shareholders
and/or potential acquisitions. The Company currently has no agreements or letters of intent to make
any acquisitions.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated
herein by reference.
Indenture and Supplemental Indenture.
The Notes are governed by an Indenture, dated as of January 26, 2010 (the “Indenture”), by and
between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by
a first supplemental indenture (the “Supplemental Indenture”), dated as of January 26, 2010,
between the Company and the Trustee.
The Notes are the Company’s unsecured and unsubordinated obligations and rank equally in right
of payment with all of its existing and future unsecured and unsubordinated indebtedness. The Notes
will bear interest at a rate of 8.875% per year from January 26, 2010 to maturity or early
redemption. Interest on the Notes is payable semiannually on January 26 and July 26 of each year,
commencing on July 26, 2010. The Notes have no sinking fund or mandatory redemption. The Company
may redeem the Notes in whole at any time or in part from time to time at a redemption price equal
to the greater of the principal amount of the Notes or a make-whole price, plus accrued and unpaid
interest.
Copies of the Indenture and the Supplemental Indenture are attached hereto as Exhibit 4.1 and
Exhibit 4.2, respectively, and are incorporated herein by reference. The form of Note issued
pursuant to the First Supplemental Indenture is included as Exhibit I to the Supplemental Indenture
and incorporated herein by reference. The description of the material terms of the Underwriting
Agreement, the Indenture and the Supplemental Indenture are qualified in their entirety by
reference to such exhibits.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.
See the description regarding the Company’s issuance and sale of the Notes contained in Item
1.01 above, which is incorporated herein by reference.