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): May 6, 2010
Commission file number 001-33606
VALIDUS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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| BERMUDA
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98-0501001 |
| (State or other jurisdiction of
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
29 Richmond Road, Pembroke, Bermuda HM 08
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On May 6, 2010, Validus Holdings, Ltd. (“Validus”) issued a press release reporting its
earnings for the three months ended March 31, 2010 (the “Press Release”). A copy of this press
release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein
by reference.
The information in this Current Report on Form 8-K, including the information set forth in
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the
Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Item 8.01 Other Events
In
the Section of the Press Release entitled “Self-Tender Offer”, Validus also announced that it intends to commence a modified “Dutch
auction” tender offer for up to an aggregate amount of $300
million of its common shares at a price
of not less than $24.00 per common share and not more than $27.50 per common share in cash, without
interest (the “Tender Offer”). A copy of this press release is attached to this Current Report on
Form 8-K as Exhibit 99.1 and the information contained under the
heading “Self-Tender Offer” is incorporated herein by
reference. No other information contained in the Press Release shall
be deemed to be incorporated by reference in this Item 8.01.
On May 6, 2010, Validus also issued a press release separately announcing the Tender Offer. A
copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibits. The following exhibits are filed herewith: |
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| Exhibit No. |
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Description |
99.1
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Press Release dated May 6, 2010 announcing the
earnings of Validus Holdings, Ltd. for the three
months ended March 31, 2010. |
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99.2
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Press Release (“Validus Holdings, Ltd. Announces
Modified Dutch Auction Tender offer for $300
million Validus Common Shares”) dated May 6, 2010. |