DEBT AND CREDIT FACILITIES

Debt Obligations

A summary of the Company’s debt obligations on its consolidated balance sheets is set forth below:




	March 31, 2015				December 31, 2014
	Fair Value		Carrying Value		Fair Value		Carrying Value
3.700% Senior Notes due 2025	$	300,450	$	299,400	$	—	$	—
5.75% Senior Notes due 2020	285,000		249,545		279,000		249,522
Series B 7.50% Senior Notes due 2017	278,116		277,829		—		—
	$	863,566	$	826,774	$	279,000	$	249,522

3.700% Senior Notes due 2025 of RenaissanceRe Finance

On March 24, 2015, RenaissanceRe Finance issued $300.0 million of its 3.700% Senior Notes due April 1, 2025, with interest on the notes payable on April 1 and October 1 of each year. The notes are guaranteed by RenaissanceRe and may be redeemed by RenaissanceRe Finance prior to maturity, subject to the payment of a “make-whole” premium if the notes are redeemed prior to January 1, 2025. The notes were issued pursuant to an Indenture, dated as of March 24, 2015, by and among RenaissanceRe, RenaissanceRe Finance, and Deutsche Bank Trust Company Americas, as trustee, as supplemented by a First Supplemental Indenture, dated as of March 24, 2015. The notes contain various covenants, including limitations on mergers and consolidations, restrictions as to the disposition of the stock of designated subsidiaries and limitations on liens of the stock of designated subsidiaries.

The net proceeds from the offering of the notes (together with cash on hand) were applied by RenaissanceRe to repay in full a $300.0 million bridge loan that Barclays Bank PLC provided to RenaissanceRe on February 25, 2015 in order to finance a portion of the cash consideration paid by RenaissanceRe in connection with the acquisition of Platinum. Refer to “Note 3. Acquisition of Platinum” for additional information related to the cash consideration paid by RenaissanceRe in connection with the acquisition of Platinum.

5.75% Senior Notes due 2020 of RenRe North America Holdings Inc. (“RRNAH”)

On March 17, 2010, RRNAH issued $250.0 million of its 5.75% Senior Notes due March 15, 2020, with interest on the notes payable on March 15 and September 15 of each year. The notes, which are senior obligations, are guaranteed by RenaissanceRe and may be redeemed by RRNAH prior to maturity, subject to the payment of a “make-whole” premium. The notes were issued pursuant to an Indenture, dated as of March 17, 2010, by and among RenaissanceRe, RRNAH, and Deutsche Bank Trust Company Americas, as trustee, as supplemented by a First Supplemental Indenture, dated as of March 17, 2010. The notes contain various covenants, including limitations on mergers and consolidations, restrictions as to the disposition of the stock of designated subsidiaries and limitations on liens of the stock of designated subsidiaries.

Series B 7.50% Notes due 2017 of Platinum Underwriters Finance, Inc.

Subsequent to the acquisition of Platinum, Platinum Underwriters Finance, Inc., as issuer (“Platinum Finance”), Platinum, as guarantor, RenaissanceRe, as parent guarantor, and The Bank of New York Mellon, as trustee, entered into a Third Supplemental Indenture, dated as of March 3, 2015 (the “Third Supplemental Indenture”). The Third Supplemental Indenture amends the Indenture, dated as of May 26, 2005 (as supplemented by a First Supplemental Indenture, dated as of May 26, 2005 and a Second Supplemental Indenture, dated as of November 2, 2005 (collectively, the “Platinum Finance Indenture”)), pursuant to which Platinum Finance previously issued $250.0 million in aggregate principal amount of its Series B 7.50% Notes due June 1, 2017 (the “Platinum Finance Notes”). Pursuant to the Third Supplemental Indenture and the Guarantee, dated as of March 3, 2015, executed by RenaissanceRe (the “RenRe Guaranty”), RenaissanceRe became an additional guarantor of Platinum Finance’s obligations under the Platinum Finance Notes and the Platinum Finance Indenture.

Interest on the Platinum Finance Notes is payable on June 1 and December 1 of each year. The Platinum Finance Notes, which are senior obligations, are guaranteed by RenaissanceRe and Platinum and may be redeemed by Platinum Finance prior to maturity, subject to the payment of a “make-whole” premium. The Platinum Finance Notes contain various covenants, including limitations on mergers and consolidations, restrictions as to the disposition of the stock of designated subsidiaries and limitations on liens of the stock of designated subsidiaries.

Credit Facilities

A summary of the Company’s credit facilities is set forth below:




At March 31, 2015	Issued or Drawn
RenaissanceRe Revolving Credit Facility	$	—
Uncommitted Standby Letter of Credit Facility with Wells Fargo	73,584
Bilateral Letter of Credit Facility with Citibank Europe	139,463
Funds at Lloyd’s Letter of Credit Facilities
Renaissance Reinsurance Master Reimbursement Agreement	300,000
Specialty Risks Master Agreement	8,609
Platinum Syndicated Letter of Credit Facility	88,833
Platinum Letter of Credit Facility with NAB and ING	6,931
Total credit facilities in U.S. dollars	$	617,420

Funds at Lloyd’s Letter of Credit Facilities
Renaissance Reinsurance Master Reimbursement Agreement	£	70,000
Total credit facilities in pound sterling	£	70,000

RenaissanceRe Revolving Credit Facility

RenaissanceRe is a party to a credit agreement, dated as of May 17, 2012 (the “Revolving Credit Agreement”), with various banks and financial institutions parties thereto (collectively, the “Revolving Lenders”), Wells Fargo Bank, National Association (“Wells Fargo”), as fronting bank, letter of credit administrator and administrative agent (the “Administrative Agent”) for the Revolving Lenders, and certain other agents. The Revolving Credit Agreement previously provided for commitments from the Revolving Lenders in an aggregate amount of $150.0 million, including the issuance of letters of credit for the respective accounts of RenaissanceRe and certain of RenaissanceRe’s subsidiaries. Effective as of May 23, 2013, RenaissanceRe entered into a First Amendment and Joinder to Credit Agreement (the “Amendment”) with the Administrative Agent and the Revolving Lenders. Among other items, the Amendment (i) increased the aggregate commitment of the Revolving Lenders to $250.0 million, (ii) added an additional bank as a Revolving Lender, and (iii) eliminated the commitment of the Revolving Lenders to issue letters of credit. After giving effect to the Amendment, RenaissanceRe has the right, subject to certain conditions, to increase the size of the facility up to $350.0 million.

Amounts borrowed under the Revolving Credit Agreement bear interest at a rate selected by RenaissanceRe equal to the Base Rate or LIBOR (each as defined in the Revolving Credit Agreement) plus a margin, as more fully set forth in the Revolving Credit Agreement. At March 31, 2015, the Company had no borrowings outstanding under the Revolving Credit Agreement.

The Revolving Credit Agreement contains representations, warranties and covenants customary for bank loan facilities of this type. In addition to customary covenants which limit RenaissanceRe and its subsidiaries’ ability to merge, consolidate, enter into negative pledge agreements, sell a substantial amount of assets, incur liens and declare or pay dividends under certain circumstances, the Revolving Credit Agreement also contains certain financial covenants. These financial covenants generally provide that consolidated debt to capital shall not exceed the ratio of 0.35:1 and that for the three months ended March 31, 2015, the consolidated net worth of RenaissanceRe and Renaissance Reinsurance shall equal or exceed approximately $2.3 billion and $1.1 billion, respectively (the “Net Worth Requirements”). The Net Worth Requirements are recalculated effective as of the end of each fiscal year, as more fully set forth in the Revolving Credit Agreement.

In the event of the occurrence and continuation of certain events of default, the Administrative Agent shall, at the request of the Required Lenders (as defined in the Revolving Credit Agreement), or may, with the consent of the Required Lenders, among other things, take any or all of the following actions: terminate the Revolving Lenders’ obligations to make loans and accelerate the outstanding obligations of RenaissanceRe under the Revolving Credit Agreement.

The commitments under the Revolving Credit Agreement expire on May 17, 2015. Our ability to renew the Revolving Credit Agreement, and the terms of such renewal, if any, will depend upon the facts and circumstances at the time, including our financial position, operating results and credit and capital market conditions. In the event that RenaissanceRe is unable to renew the Revolving Credit Agreement at a reasonable price and otherwise on terms satisfactory to it or at all, or if RenaissanceRe decides not to renew the Revolving Credit Agreement in whole or in part, it may pursue alternative financing arrangements in order to meet its ongoing liquidity needs.

Uncommitted Standby Letter of Credit Facility with Wells Fargo

Effective as of December 23, 2014, RenaissanceRe and certain of its subsidiaries and affiliates, Renaissance Reinsurance, RenaissanceRe Specialty Risks and DaVinci (such affiliates, collectively, the “Applicants”), entered into a Standby Letter of Credit Agreement (the “Standby Letter of Credit Agreement”) with Wells Fargo. The Standby Letter of Credit Agreement provides for a secured, uncommitted facility under which letters of credit may be issued from time to time for the respective accounts of the Applicants. RenaissanceRe has unconditionally guaranteed the payment obligations of Renaissance Reinsurance and Renaissance Specialty Risks under the Standby Letter of Credit Agreement and all other related credit documents.

In the Standby Letter of Credit Agreement, each of RenaissanceRe and the Applicants makes, as to itself, certain representations and warranties and severally agrees to comply with certain covenants, in each case, that are customary for facilities of this type. Under the Standby Letter of Credit Agreement, each Applicant is severally required to pledge to Wells Fargo at all times during the term of the Standby Letter of Credit Agreement eligible collateral having a value (as determined as therein provided) that equals or exceeds the aggregate face amount of the outstanding letters of credit issued for its account plus all such Applicant’s payment and reimbursement obligations in respect of such letters of credit and under the Standby Letter of Credit Agreement. In the case of an event of default under the Standby Letter of Credit Agreement, Wells Fargo may exercise certain remedies, including conversion of collateral of a defaulting Applicant into cash.

At March 31, 2015, the Applicants had $73.6 million of letters of credit with effective dates on or before March 31, 2015 outstanding under the Standby Letter of Credit Agreement.

Bilateral Letter of Credit Facility with Citibank Europe

Pursuant to the facility letter, dated September 17, 2010 (as amended on July 14, 2011, October 1, 2013, December 23, 2014 and March 31, 2015, the “Facility Letter”), among Citibank Europe plc (“CEP”) and certain subsidiaries and affiliates of RenaissanceRe, CEP has established a letter of credit facility (the “Bilateral Facility”) under which CEP provides a commitment to issue letters of credit for the account of one or more of the Bilateral Facility Participants (as defined below) and their respective subsidiaries in multiple currencies. The “Bilateral Facility Participants” include Renaissance Reinsurance, DaVinci and RenaissanceRe Specialty Risks (each of which were original signatories to the Facility Letter), Renaissance Reinsurance of Europe and RenaissanceRe Specialty U.S. (each of which became parties to the Facility Letter effective October 1, 2013) and Platinum Bermuda and Renaissance Reinsurance U.S. (each of which became parties to the Facility Letter effective March 31, 2015). The aggregate commitment amount is $300.0 million, subject to (i) a sublimit of $50.0 million for letters of credit issued for the account of RenaissanceRe Specialty U.S. and (ii) a combined sublimit of $25.0 million for letters of credit issued for the accounts of Platinum Bermuda and Renaissance Reinsurance U.S.

Effective March 31, 2015, with the exception of certain ancillary collateral documents, the agreements evidencing the bilateral letter of credit facility that had previously been in place among CEP, Platinum Bermuda and Platinum US (the “Platinum/CEP Bilateral Facility”) were terminated. In addition, effective March 31, 2015, certain letters of credit issued on behalf of Platinum Bermuda and Renaissance Reinsurance U.S. under the Platinum/CEP Bilateral Facility are deemed to be letters of credit issued under the Bilateral Facility and the terms of the Bilateral Facility apply to such letters of credit.

The Bilateral Facility is scheduled to expire on December 31, 2015. The Bilateral Facility is evidenced by the Facility Letter and seven separate master agreements between CEP and each of the Bilateral Facility Participants, as well as certain ancillary collateral agreements.

Under the Bilateral Facility, each of the Bilateral Facility Participants is severally obligated to pledge to CEP at all times during the term of the Bilateral Facility certain securities with a value (as determined as therein provided) that equals or exceeds the aggregate face amount of its then-outstanding letters of credit. In the case of an event of default under the Bilateral Facility with respect to a Bilateral Facility Participant, CEP may exercise certain remedies with respect to such Bilateral Facility Participant, including terminating its commitment to such Bilateral Facility Participant under the Bilateral Facility and taking certain actions with respect to the collateral pledged by such Bilateral Facility Participant (including the sale thereof). In the Facility Letter, each Bilateral Facility Participant makes, as to itself, representations and warranties that are customary for facilities of this type and severally agrees that it will comply with certain informational and other undertakings, including those regarding the delivery of quarterly and annual financial statements.

At March 31, 2015, $139.5 million aggregate face amount of letters of credit was outstanding and, subject to the sublimits described above, $160.5 million remained unused and available to the Bilateral Facility Participants under the Bilateral Facility.

Funds at Lloyd’s Letter of Credit Facilities

Effective November 24, 2014, Renaissance Reinsurance and CEP entered into a Second Amended and Restated Pledge Agreement (the “Renaissance Reinsurance Pledge Agreement”) in respect of its letter of credit facility with CEP which is evidenced by the Master Agreement, dated as of April 29, 2009 (the “Renaissance Reinsurance Master Agreement”), and which provides for the issuance and renewal of letters of credit that are used to support business written by Syndicate 1458. Pursuant to the Renaissance Reinsurance Pledge Agreement, Renaissance Reinsurance has agreed to pledge to CEP at all times during the term of the Renaissance Reinsurance Master Agreement certain qualifying securities with a value (as determined as therein provided) that equals or exceeds the aggregate face amount of the then-outstanding letters of credit issued under the Renaissance Reinsurance Master Agreement. At March 31, 2015, letters of credit issued by CEP under the Renaissance Reinsurance Master Reimbursement Agreement were outstanding in the face amount of $300.0 million and £70.0 million, respectively.

Effective November 24, 2014, RenaissanceRe Specialty Risks and CEP entered into the Master Agreement (the “Specialty Risks Master Agreement” and, together with the Renaissance Reinsurance Master Agreement, the “Master Agreements”), which provides for the issuance and renewal by CEP for the account of RenaissanceRe Specialty Risks of letters of credit that are used to support business written by Syndicate 1458, and a related Pledge Agreement (the “Specialty Risks Pledge Agreement” and, together with the Renaissance Reinsurance Pledge Agreement, the “Pledge Agreements”). Pursuant to the Specialty Risks Pledge Agreement, RenaissanceRe Specialty Risks has agreed to pledge to CEP at all times during the term of the Specialty Risks Master Agreement certain qualifying securities with a value (as determined as therein provided) equal to the aggregate face amount of the then-outstanding letters of credit issued under the Specialty Risks Master Agreement. At March 31, 2015, letters of credit issued by CEP under the Specialty Risks Master Agreement were outstanding in the face amount of $8.6 million.

Each of the Master Agreements and the Pledge Agreements contains representations, warranties and covenants that are customary for facilities of this type.

Platinum Syndicated Letter of Credit Facility

Effective March 2, 2015 and subsequent to the acquisition of Platinum, Platinum entered into a Consent and Amendment to Credit Agreement (the “Credit Agreement Amendment”) with Wells Fargo, the lenders party thereto and certain subsidiaries of Platinum party thereto (the “Platinum Subsidiary Borrowers”). The Credit Agreement Amendment amends the Third Amended and Restated Credit Agreement, dated as of April 9, 2014, by and among Platinum, the Platinum Subsidiary Borrowers, Wells Fargo and the lenders party thereto (as amended, supplemented or otherwise modified from time to time, the “Platinum Credit Agreement”). Among other things, the Credit Agreement Amendment (i) evidences the consent to the acquisition of Platinum of the lenders under the Platinum Credit Agreement, (ii) reduces the aggregate amount available under the Platinum Credit Agreement to $100.0 million, all of which is available for letters of credit, (iii) eliminates the sublimit under the Platinum Credit Agreement for revolver borrowings, (iv) reflects the addition of RenaissanceRe as a guarantor of the obligations of Platinum and the Platinum Subsidiary Borrowers under the Platinum Credit Agreement and (v) eliminates or modifies certain of the covenants and events of default under the Platinum Credit Agreement.

Effective March 2, 2015, RenaissanceRe entered into a Guaranty for the benefit of the lenders under the Platinum Credit Agreement pursuant to which RenaissanceRe guaranteed the obligations of Platinum and the Platinum Subsidiary Borrowers under the Platinum Credit Agreement and agreed to certain information reporting and financial covenants. The financial covenants are the same financial covenants as in effect as of March 2, 2015 under the Revolving Credit Agreement.

At March 31, 2015, $88.8 million aggregate face amount of letters of credit was outstanding and $11.2 million remained unused and available to the Platinum Subsidiary Borrowers under the Platinum Credit Agreement.

Platinum Letter of Credit Facility with National Australia Bank Limited and ING Bank, N.V.

Effective March 2, 2015 and subsequent to the acquisition of Platinum, Platinum Bermuda, as borrower, and Platinum, as guarantor, entered into a Consent and Amendment to Facility Agreement (the “Facility Agreement Amendment”) with National Australia Bank Limited (“NAB”) and ING Bank, N.V. (“ING”). The Facility Agreement Amendment amends the Uncommitted $125.0 million Facility Agreement, dated as of July 31, 2012, by and among Platinum Bermuda, Platinum, National Australia Bank Limited and ING Bank, N.V. (as amended, supplemented or otherwise modified from time to time, the “Facility Agreement”). Among other things, the Facility Agreement Amendment (i) evidences the consent of NAB and ING to the acquisition of Platinum, (ii) reflects the addition of RenaissanceRe as a guarantor of the obligations of Platinum and Platinum Bermuda under the Facility Agreement and (iii) eliminates or modifies certain of the covenants and events of default under the Facility Agreement.

Effective March 2, 2015, RenaissanceRe entered into a Guaranty for the benefit of NAB and ING pursuant to which RenaissanceRe guaranteed the obligations of Platinum Bermuda and Platinum under the Facility Agreement and agreed to certain information reporting and financial covenants. The financial covenants are the same financial covenants as in effect as of March 2, 2015 under the Revolving Credit Agreement.

At March 31, 2015, $6.9 million aggregate face amount of letters of credit was outstanding under the Facility Agreement and $118.1 million remained unused and available to Platinum Bermuda under the Facility Agreement.

Top Layer Re

Renaissance Reinsurance is party to a collateralized letter of credit and reimbursement agreement in the amount of $37.5 million that supports the Company’s Top Layer Re joint venture. Renaissance Reinsurance is obligated to make a mandatory capital contribution of up to $50.0 million in the event that a loss reduces Top Layer Re’s capital below a specified level.

DaVinciRe Loan Agreement

On March 30, 2011, DaVinciRe entered into a loan agreement with RenaissanceRe (the “DaVinciRe Loan Agreement”) under which RenaissanceRe made a loan to DaVinciRe in the principal amount of $200.0 million on April 1, 2011. The loan matures on March 31, 2021 and interest on the loan is payable at a rate of three-month LIBOR plus 3.5% and is due at the end of each March, June, September and December, commencing on June 30, 2011. Under the terms of the DaVinciRe Loan Agreement, DaVinciRe is required to maintain a debt to capital ratio of no greater than 0.40:1 and a net worth of no less than $500.0 million. At March 31, 2015, $100.0 million remained outstanding under the DaVinciRe Loan Agreement. Refer to “Note 16. Subsequent Events” for additional information with respect to the DaVinciRe Loan Agreement and its payment in full on May 4, 2015.