Form 8-K - Current report

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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

August 1, 2024

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)

[phone]

(Registrant’s telephone number, including area code)

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
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. ☐

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Item 1.01. Entry into a Material Definitive Agreement

On August 1, 2024, 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. 2 (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”), as amended on December 15, 2022. 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) 0.70 (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 August 1, 2024.

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

 

Exhibit No.						Description
10.1						Amendment No. 2, dated as of August 1, 2024, to the Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP, between DME Advisors II, LLC, as General Partner, Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, Designated Activity Company, Greenlight Capital Re, Ltd. and the initial limited partner, dated as of January 7, 2021 and effective as of January 1, 2021.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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/ Faramarz Romer
			Name:			Faramarz Romer
			Title:			Chief Financial Officer
			Date:			August 6, 2024

AMENDMENT NO. 2

TO THE

SECOND AMENDED AND RESTATED

EXEMPTED LIMITED PARTNERSHIP AGREEMENT

OF

SOLASGLAS INVESTMENTS, LP

This Amendment No. 2 (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”), as amended on December 15, 2022, is entered into on this 1st day of August 2024 and effective as of August 1, 2024. 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) 0.70 (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]

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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/ Faramarz Romer    

Name: Faramarz Romer

Title: Chief Financial Officer

GREENLIGHT REINSURANCE IRELAND,

DESIGNATED ACTIVITY COMPANY

By: /s/ Patrick O’Brien

Name: Patrick O’Brien

Title: CEO & Director

                    

Signature Page

Amendment No. 2

Second Amended and Restated Exempted Partnership Agreement

Solasglas Investments, LP

Cover	Aug. 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 01, 2024
Entity Registrant Name	GREENLIGHT CAPITAL RE, LTD.
Entity Incorporation, State or Country Code	E9
Entity File Number	001-33493
Entity Address, Address Line One	65 Market Street
Entity Address, Address Line Two	Suite 1207, Jasmine Court
Entity Address, City or Town	Camana Bay
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-1205
City Area Code	205
Local Phone Number	291-3440
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares
Trading Symbol	GLRE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001385613
Amendment Flag	false

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