Item 1.01 Entry into a Material Definitive Agreement.
Second Amended and Restated Exempted Limited Partnership Agreement
On January 7, 2021, 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 Second
Amended and Restated Exempted Limited Partnership Agreement, 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.
The Second Restated Agreement amends, restates, supersedes and incorporates all
material terms of that certain Amended and Restated Exempted Limited Partnership
of SILP, executed by the Parties on August 30, 2018 and effective as of
September 1, 2018 (the "First Restated Agreement"), as amended by that certain
Amendment No. 1, dated as of February 26, 2019, and the letter agreements dated
as of June 18, 2019, December 27, 2019 and August 5, 2020 (collectively, the
"Amendments"). The Second Restated Agreement also amends the definition of
"Additional Investment Ratio" to mean a ratio where (x) the numerator is the
product of (a) 0.50 (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 and amends each of the defined terms "Greenlight Re Surplus" and the
"GRIL Surplus" so as to clarify that the each of the respectively referenced
"financial statements" are "U.S. GAAP financial statements." In addition, the
Second Restated Agreement amends Section 4.1(c) to add the following as the
final sentence to such section: "The Investment Portfolio of each Partner will
not exceed the product of (a) such Partner's surplus (Greenlight Re Surplus or
GRIL Surplus, as the case may be) multiplied by (b) the Investment Cap, and the
General Partner will designate any portion of a Partner's Investment Portfolio
as Designated Securities to effectuate such limit." and amends each of Schedule
4.1(c)-1 (the Greenlight Re Guidelines) and Schedule 4.1(c)-2 (the GRIL
Guidelines) to reflect the amended investment guidelines adopted by the board of
directors of Greenlight Re and GRIL, respectively, effective as of January 1,
2021.
The foregoing summary of the Second Restated Agreement does not purport to be
complete and is qualified in its entirety to the Second Restated Agreement, a
copy of which is attached as Exhibit 10.1 and is incorporated herein by
reference.
Item 8.01 Other Events
On January 12, 2021, the Registrant issued a press release announcing that it
will hold its 2021 annual general meeting of shareholders (the "Annual Meeting")
on May 4, 2021. The time and location of the Annual Meeting will be set forth in
the Registrant's proxy materials.
Because the date of the Annual Meeting is more than 45 days from the anniversary
of the Registrant's 2020 annual general meeting of shareholders, the deadline
for the submission of proposals by shareholders for inclusion in the
Registrant's proxy materials relating to the Annual Meeting in accordance with
Rule 14a-8 under the Securities Exchange Act of 1934, as amended, will be the
close of business on February 11, 2021, which the Registrant believes is a
reasonable time before it expects to begin to print and send its proxy
materials. Any proposal received after such date will be considered untimely.
In accordance with the Registrant's Third Amended and Restated Memorandum and
Articles of Association, as revised (the "Articles"), shareholders who intend to
nominate a person for election as a director or submit a proposal regarding any
other matter of business at the Annual Meeting must deliver written notice of
any proposed business or nomination to the Secretary of the Registrant at the
Registrant's registered office no later than the close of business on February
11, 2021. Any notice of proposed business or nomination must comply with the
specific requirements set forth in the Articles in order to be considered at the
Annual Meeting.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
10.1 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.
99.1 Press release dated January 12, 2021.
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