Form 8-K

 

 

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) — June 2, 2014

 

 

Everest Reinsurance Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-14527   23-3263609

(State or other

jurisdiction)

 

(Commission

File Number)

 

(I.R.S. Employer of

Incorporation Identification No.)

477 Martinsville Road

Post Office Box 830

Liberty Corner, New Jersey 07938-0830

(Address of principal executive offices)

Registrant’s telephone number, including area code: (908) 604-3000

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:

 

¨ 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))

 

 

 


Item 8.01. Other Events.

On June 2, 2014, Everest Reinsurance Holdings, Inc. (the “Company”) agreed to sell in a public offering (the “Offering”) $400 million of 4.868% Senior Notes due 2044 (the “Notes”). The Offering was made pursuant to an effective shelf registration statement (File No. 333-177322) filed on June 2, 2014.

Attached as Exhibits 1.1 and 1.2, respectively, are copies of the Underwriting Agreement and Pricing Agreement relating to the Offering. Attached as Exhibit 4.1 is the form of the Fourth Supplemental Indenture entered into in connection with the Offering. Attached as Exhibit 4.2 is the Form of Global Note evidencing the Notes. Attached as Exhibit 5.1 is the opinion of Mayer Brown LLP, counsel to the Company, issued to the Company in connection with the Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

1.1 Underwriting Agreement, dated as of June 2, 2014, between Everest Reinsurance Holdings, Inc., Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein.

 

1.2 Pricing Agreement, dated as of June 2, 2014, among Everest Reinsurance Holdings, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

 

4.1 Fourth Supplemental Indenture, dated as of June 5, 2014 by and between Everest Reinsurance Holdings, Inc. and The Bank of New York Mellon (as successor in interest to the Chase Manhattan Bank).

 

4.2 Global Note evidencing the 4.868% Senior Notes due 2044.

 

5.1 Opinion of Mayer Brown LLP.


SIGNATURES

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.

 

EVEREST REINSURANCE HOLDINGS, INC.
By:  

/s/ DOMINIC ADDESSO

  Name: Dominic Addesso
  Title: President and Chief Executive Officer

DATE: June 5, 2014


EXHIBIT INDEX

 

Exhibit
Number

  

Description

   Method of Filing
Exhibit 1.1    Underwriting Agreement, dated as of June 2, 2014, between Everest Reinsurance Holdings, Inc., Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein.    Furnished herewith
Exhibit 1.2    Pricing Agreement, dated as of June 2, 2014, among Everest Reinsurance Holdings, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.    Furnished herewith
Exhibit 4.1    Fourth Supplemental Indenture, dated as of June 5, by and between Everest Reinsurance Holdings, Inc. and The Bank of New York Mellon (as successor in interest to the Chase Manhattan Bank).    Furnished herewith
Exhibit 4.2    Global Note evidencing the 4.868% Senior Notes due 2044.    Furnished herewith
Exhibit 5.1    Opinion of Mayer Brown LLP.    Furnished herewith