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Organization
9 Months Ended
Sep. 30, 2015
Disclosure - Organization [Abstract]  
Organization
1. Organization
PartnerRe Ltd. (PartnerRe or the Company) predominantly provides reinsurance and certain specialty insurance lines on a worldwide basis through its principal wholly-owned subsidiaries, including Partner Reinsurance Company Ltd., Partner Reinsurance Europe SE, Partner Reinsurance Company of the U.S. and, effective April 1, 2015, Partner Reinsurance Asia Pte. Ltd (PartnerRe Asia). Risks reinsured include, but are not limited to, property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property, specialty casualty, multiline and other lines, mortality, longevity, accident and health and alternative risk products. The Company’s alternative risk products include weather and credit protection to financial, industrial and service companies on a worldwide basis.
In January 2015, the Company announced that PartnerRe Asia was licensed by the Monetary Authority of Singapore (MAS) to operate as a non-life and life reinsurer in Singapore. As of April 1, 2015, PartnerRe Asia became the principal reinsurance carrier for the Company’s business underwritten in the Asia Pacific region. The establishment of PartnerRe Asia has enabled the Company's Asian reinsurance operations to be consolidated into one regional, well-capitalized entity and will support its growing underwriting presence in the region.
On January 25, 2015, the Company entered into an Agreement and Plan of Amalgamation (as subsequently amended, the Amalgamation Agreement) with Axis Capital Holdings Limited, a Bermuda exempted company (AXIS), pursuant to which the Company would amalgamate with AXIS (Amalgamation), and the two companies would continue as a single Bermuda exempted company.
On April 14, 2015, the Company announced receipt of an unsolicited proposal from EXOR S.p.A. (EXOR), a European investment company controlled by the Agnelli family, to acquire 100% of the common shares of the Company for $130 per share in cash.
On May 3, 2015, the Company and AXIS amended the Amalgamation Agreement to allow the Company to pay a one-time special dividend of $11.50 per share to PartnerRe common shareholders in connection with the closing of the Amalgamation (one-time special dividend) and to increase the termination fee from $250 million to $280 million.
On May 12, 2015, the Company announced receipt of a revised proposal from EXOR to acquire all of the outstanding common shares of the Company for $137.50 per share in cash. EXOR requested that the Board declare EXOR's proposal to be "reasonably likely a superior proposal" as a pre-condition to any further negotiations, which was rejected by the Company's Board.
On July 7, 2015, EXOR enhanced the terms of its proposal by providing (i) a 100 basis points increase in the preferred share dividend rate, (ii) call protection until 2021, and (iii) a commitment to limit distributions to common shareholders to an amount not greater than 67% of net income until December 31, 2020.  
On July 16, 2015, the Company and AXIS amended the Amalgamation Agreement further to increase the one-time special dividend to be paid by the Company to its common shareholders to $17.50 per share and, subject to certain conditions, to match the economic terms proposed by EXOR on July 7, 2015 in relation to the Company's preferred shares.
On July 20, 2015, EXOR announced an increase in its proposal to acquire 100% of the common shares of the Company for $137.50 per share in cash by adding a special dividend of $3.00 per share to be paid by the Company to its common shareholders pre-closing.
On July 21, 2015, the Company announced that it had determined that EXOR's enhanced proposal of July 20, 2015 would reasonably be likely to result in a superior proposal in accordance with the Amalgamation Agreement. As a result, the Board sought to engage in negotiations with EXOR, and offered EXOR the opportunity to conduct due diligence, to determine whether EXOR's proposal could be improved both in price and terms.
On August 3, 2015, the Company announced that it had reached a definitive agreement with EXOR under which EXOR would acquire all of the outstanding common shares of PartnerRe for an all-cash consideration of $137.50 per share and a special pre-closing dividend of $3.00 per share. The transaction would be effected by a merger of Pillar Ltd., a wholly owned subsidiary of EXOR N.V., with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of EXOR N.V. Pursuant to the terms of the merger agreement (Merger Agreement), each PartnerRe common share issued and outstanding immediately prior to the effective time of the merger shall (i) automatically be canceled and converted into the right to receive the acquisition consideration and (ii) be entitled to receive the special dividend. The declaration of the special dividend will occur prior to the effective time of the merger and is subject to compliance with the Bermuda Companies Act 1981 and will be conditional and contingent upon the issuance of the certificate of merger by the Bermuda Registrar of Companies (referred to as the effective time of the merger). The Merger Agreement is subject to approval by the Company's shareholders on November 19, 2015, regulatory clearance and other customary closing conditions.
In connection with the execution of the Merger Agreement, the Company and AXIS terminated the Amalgamation Agreement. On August 3, 2015, in accordance with the terms of the Amalgamation Agreement, the Company paid a termination fee and reimbursement of expenses to AXIS of $315 million which is included within Other expenses in the Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2015.