Item 1.01 Entry Into a Material Definitive Agreement. On October 7, 2020,
Everest Reinsurance Holdings, Inc. ("Everest Holdings"), the wholly-owned
subsidiary of Everest Re Group, Ltd. (the "Registrant" or "Everest Re Group")
completed the public offering and issuance of $1.0 billion aggregate principal
amount of its 3.500% Senior Notes due 2050 (the "Notes"). The Notes are governed
by an indenture, dated March 14, 2000 (the "Base Indenture"), between Everest
Holdings and The Chase Manhattan Bank, as trustee, as supplemented by a Fifth
Supplemental Indenture, dated October 7, 2020 (the "Fifth Supplemental
Indenture" and together with the Base Indenture, the "Indenture"), between
Everest Holdings and The Bank of New York Mellon (as successor in interest to
The Chase Manhattan Bank), as trustee. Interest on the Notes accrues at the rate
of 3.500% per annum from October 7, 2020, payable semi-annually in arrears on
April 15 and October 15 of each year, beginning on April 15, 2021. The Notes
mature on October 15, 2050, unless redeemed prior thereto.
Prior to April 15, 2050 (six months prior to the maturity date of the Notes)
(the "Par Call Date") , Everest Holdings may redeem the Notes at its option, in
whole or in part, at any time at a redemption price equal to the greater of
(i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of
the present values of the remaining scheduled payments of principal and interest
on the Notes being redeemed that would be due if the Notes to be redeemed
matured on the Par Call Date (not including any portion of such payments of
interest accrued as of the redemption date), discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined in Indenture) plus 30 basis points,
plus any accrued and unpaid interest on the Notes to the redemption date. On or
after April 15, 2050 (six months prior to the maturity date of the Notes),
Everest Holdings may redeem the Notes at its option, in whole or in part, at any
time at a redemption price equal to 100% of the principal amount of the Notes
being redeemed, plus accrued and unpaid interest on the Notes to the redemption
The Notes will be Everest Holdings' general unsecured and unsubordinated
obligations and will rank equally in right of payment with all of its other
existing and future unsecured and unsubordinated obligations. Neither Everest
Holdings' parent, Everest Re Group, nor any of Everest Holdings' subsidiaries or
other affiliates, is issuing or guaranteeing the Notes, and no entity other than
Everest Holdings will have any liability for any of the Notes.
The Indenture includes covenants which, among other things, limit the ability of
Everest Holdings and its subsidiaries to (i) incur debt secured by a pledge on
the capital stock of any restricted subsidiary (as defined in the Indenture),
(ii) sell or otherwise dispose of any shares of capital stock of a restricted
subsidiary and (iii) merger, consolidate or transfers all or substantially all
of the assets of Everest Holdings. The Indenture includes customary events of
default, including, among other things, payment default, covenant default,
certain defaults under other indebtedness of Everest Holdings and bankruptcy,
insolvency or reorganization affecting Everest Holdings.
This description of the Indenture is a summary and is qualified in its entirety
by reference to the Base Indenture and the Fifth Supplemental Indenture
(including the form of Global Note attached as Exhibit A to the Fifth
Supplemental Indenture). Copies of the Fifth Supplemental Indenture and the form
of Global Note are filed as Exhibits 4.1 and 4.2, respectively, to this Current
Report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
4.1 Fifth Supplemental Indenture, dated as of October 7, 2020 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 3.500% Senior Notes due 2050 (included in
Exhibit 4.1 and incorporated by reference herein).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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