Debt and Credit Facilities

9 Months Ended

Sep. 30, 2019

DEBT AND CREDIT FACILITIES

Except as noted below, there have been no material changes to the Company’s debt obligations and credit facilities as described in its Form 10-K for the year ended December 31, 2018.

Debt Obligations

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




	September 30, 2019				December 31, 2018
	Fair Value		Carrying Value		Fair Value		Carrying Value
3.600% Senior Notes due 2029	$	419,000	$	391,245	$	—	$	—
3.450% Senior Notes due 2027	309,480		296,167		283,680		295,797
3.700% Senior Notes due 2025	315,837		297,964		292,557		297,688
5.750% Senior Notes due 2020	259,600		249,850		255,938		249,602
4.750% Senior Notes due 2025 (DaVinciRe) (1)	156,267		148,272		142,539		148,040
Total debt	$	1,460,184	$	1,383,498	$	974,714	$	991,127

(1) RenaissanceRe owns a noncontrolling economic interest in its joint venture DaVinciRe. Because RenaissanceRe controls a majority of DaVinciRe’s outstanding voting rights, the consolidated financial statements of DaVinciRe are included in the consolidated financial statements of RenaissanceRe. However, RenaissanceRe does not guarantee or provide credit support for DaVinciRe and RenaissanceRe’s financial exposure to DaVinciRe is limited to its investment in DaVinciRe’s shares and counterparty credit risk arising from reinsurance transactions.

3.600% Senior Notes Due 2029

On April 2, 2019, the Company issued $400.0 million of its 3.600% Senior Notes due April 15, 2029, with interest on the notes payable on April 15 and October 15 of each year, commencing on October 15, 2019. The notes are redeemable at the applicable redemption price, subject to the terms described in the indenture for the notes. However, the notes may not be redeemed prior to April 15, 2022 without approval from the Bermuda Monetary Authority (the “BMA”) and may not be redeemed at any time prior to their maturity if enhanced capital requirements, as established by the BMA, would be breached immediately before or after giving effect to the redemption of such notes, unless, in each case, the Company replaces the capital represented by the notes to be redeemed with capital having equal or better capital treatment as the notes under applicable BMA rules. The notes contain various covenants including limitations on mergers and consolidations, and restrictions as to the disposition of, and the placing of liens on, the stock of designated subsidiaries. The net proceeds from this offering were used to repay, in full, the $200.0 million outstanding under the Company’s revolving credit facility at March 31, 2019, which the Company used to partially fund the purchase price for the TMR Stock Purchase, and the remainder of the net proceeds will be used for general corporate purposes. See “Note 3. Acquisition of Tokio Millennium Re” for additional information related to the acquisition of the TMR Group Entities.

Credit Facilities

The outstanding amounts issued or drawn under each of the Company’s significant credit facilities is set forth below:




At September 30, 2019	Issued or Drawn
RenaissanceRe Revolving Credit Facility (1)	$	—
Uncommitted Standby Letter of Credit Facility with Wells Fargo	31,820
Secured Letter of Credit Facility with Citibank Europe	234,606
Renaissance Reinsurance FAL Facility	255,000
Mizuho Letters of Credit (2)	139,379
Mitsubishi Letters of Credit (2)	77,637
Credit Suisse Letter of Credit Facility	110,051
Uncommitted, Unsecured Letter of Credit Facility with Citibank Europe	218,684
Total credit facilities in U.S. dollars	$	1,067,177

Specialty Risks FAL Facility (1)	£	—
Total credit facilities in pound sterling	£	—


(1)	At September 30, 2019, no amounts were issued or drawn under these facilities.


(2)	These letters of credit were transferred to the Company in connection with the acquisition of the TMR Group Entities. See below under “TMR Group Entities Letters of Credit” for additional information and “Note 3. Acquisition of Tokio Millennium Re” for additional information related to the acquisition of the TMR Group Entities.

Uncommitted, Unsecured Letter of Credit Facility with Citibank Europe

On March 22, 2019, Renaissance Reinsurance, RenaissanceRe Specialty U.S., Renaissance Reinsurance U.S. and RenaissanceRe Europe and Citibank Europe Plc (“CEP”) entered into a Master Agreement for Issuance of Payment Instruments (the “Master Agreement”) and a Facility Letter for Issuance of Payment Instruments (the “Facility Letter” and, together with the Master Agreement, the “Citi Unsecured Facility”). On April 26, 2019, RenaissanceRe UK Limited (together with Renaissance Reinsurance, RenaissanceRe Specialty U.S., Renaissance Reinsurance U.S. and RenaissanceRe Europe, the “Citi Unsecured Applicants”) became a party to the Citi Unsecured Facility.

The Citi Unsecured Facility is an uncommitted, unsecured letter of credit facility pursuant to which CEP or one of its correspondents may issue standby letters of credit or similar instruments in multiple currencies for the account of one or more of the Citi Unsecured Applicants. The obligations of the Citi Unsecured Applicants under the Citi Unsecured Facility are guaranteed by the Company.

In the Master Agreement, each Citi Unsecured Applicant makes representations and warranties that are customary for facilities of this type and agrees that it will comply with certain informational and other customary undertakings. The Master Agreement contains events of default customary for facilities of this type. In the case of an event of default under the Citi Unsecured Facility, CEP may exercise certain remedies, including requiring that the relevant Citi Unsecured Applicant pledge cash collateral in an amount equal to the maximum actual and contingent liability of the issuing bank under the letters of credit and similar instruments issued for such Citi Unsecured Applicant under the Citi Unsecured Facility, and taking certain actions with respect to the collateral pledged by such Citi Unsecured Applicant (including the sale thereof). In addition, CEP may require that the relevant Citi Unsecured Applicant pledge cash collateral if certain minimum ratings are not satisfied.

Credit Suisse Letter of Credit Facility

On March 22, 2019, RenaissanceRe Europe, the Company and Credit Suisse (Switzerland) Ltd. (“CS”) entered into an amended and restated letter of credit facility agreement (the “CS A&R LC Agreement”). The CS A&R LC Agreement is a $125 million committed, unsecured letter of credit facility pursuant to which CS (or any other fronting bank acting on behalf of CS) may issue letters of credit or similar instruments in

multiple currencies for the account of RenaissanceRe Europe. The obligations of RenaissanceRe Europe under the CS A&R LC Agreement are guaranteed by the Company.

In the CS A&R LC Agreement, RenaissanceRe Europe and the Company make representations, warranties and covenants that are customary for facilities of this type, and agree to comply with certain informational and other customary undertakings. The CS A&R LC Agreement also contains certain financial covenants applicable to the Company, including the requirement to maintain the ratio of consolidated debt to capital of not more than 0.35:1, to maintain a minimum consolidated net worth initially of approximately $3.0 billion, subject to an annual adjustment, and to maintain the Company’s credit rating with S&P and A.M. Best of at least A-.

The CS A&R LC Agreement contains events of default customary for facilities of this type. At any time on or after the occurrence of an event of default, CS may exercise remedies, including canceling the commitment, requiring that RenaissanceRe Europe pledge cash collateral in an amount equal to the maximum liability of the issuing bank under the letters of credit and similar instruments issued under the CS A&R LC Agreement, and demanding that RenaissanceRe Europe procure the release by the beneficiaries of the letters of credit and similar instruments issued under the CS A&R LC Agreement.

Uncommitted Standby Letter of Credit Facility with Wells Fargo

Effective June 21, 2019, the Company, and certain of its affiliates, Renaissance Reinsurance, Renaissance Reinsurance U.S., DaVinci and RenaissanceRe Europe (such affiliates, collectively, the “Wells Fargo Applicants”) entered into an Amended and Restated Standby Letter of Credit Agreement with Wells Fargo Bank, National Association (“Wells Fargo”) which amended and restated the Standby Letter of Credit Agreement, dated as of December 23, 2014 (as amended, the “Wells Fargo A&R LC Agreement”). The Wells Fargo A&R LC Agreement provides for an uncommitted facility under which letters of credit may be issued from time to time for the respective accounts of the Wells Fargo Applicants. As of the effective date of the Wells Fargo A&R LC Agreement, all letters of credit that were issued and outstanding under the prior agreement were deemed issued under and governed by the terms and conditions of the Wells Fargo A&R LC Agreement and RenaissanceRe Europe was added as a new Wells Fargo Applicant. The obligations of the Wells Fargo Applicants other than DaVinci are guaranteed by the Company. The Wells Fargo A&R LC Agreement provides the Wells Fargo Applicants with the ability to request secured letter of credit issuances, and also includes an option for Wells Fargo Applicants to request the issuance of up to $25 million of unsecured letters of credit (outstanding on such request date).The Wells Fargo A&R LC Agreement contains representations, warranties and covenants in respect of the Company and the Wells Fargo Applicants that are customary for facilities of this type. Under the Wells Fargo A&R LC Agreement, each Wells Fargo Applicant is required to pledge eligible collateral having a value sufficient to cover all of its obligations under the Wells Fargo A&R LC Agreement with respect to secured letters of credit issued for its account. In the case of an event of default under the Wells Fargo A&R LC Agreement, Wells Fargo may exercise certain remedies, including conversion of collateral into cash.

RenaissanceRe Revolving Credit Facility and Secured Letter of Credit Facility with Citibank Europe

In June 2019, the Second Amended and Restated Credit Agreement, dated as of November 9, 2018, between Wells Fargo, the Company, Renaissance Reinsurance, RenaissanceRe Specialty U.S., Renaissance Reinsurance U.S., RenaissanceRe Finance Inc., RenRe North America Holdings Inc., and various financial institutions party thereto and the Facility Letter, dated of September 17, 2010, as amended, between CEP, Renaissance Reinsurance, DaVinci, RenaissanceRe Specialty U.S., Renaissance Reinsurance U.S. and Renaissance Reinsurance of Europe were amended to add RenaissanceRe Europe as a party.

Renaissance Reinsurance Funds at Lloyd’s Letter of Credit Facility

Effective March 7, 2019, the stated amount of the Funds at Lloyd’s letter of credit issued to Renaissance Reinsurance pursuant to the letter of credit facility with Bank of Montreal, CEP and ING Bank N.V., London Branch as lenders, evidenced by a letter of credit reimbursement agreement dated as of November 23, 2015 (the “Renaissance Reinsurance FAL Facility”), was increased from $180.0 million to $255.0 million.

TMR Group Entities Letters of Credit

In connection with the acquisition of the TMR Group Entities, certain letters of credit were transferred to the Company, as follows: (a) Mizuho Bank, Ltd. issued certain letters of credit for the account of RenaissanceRe Europe pursuant to a Letter of Credit and Reimbursement Agreement, dated as of May 14, 2012, as previously amended, (b) The Bank of Tokyo-Mitsubishi UFJ Ltd., Düsseldorf Branch, issued certain letters of credit for the account of RenaissanceRe Europe pursuant to a Committed Revolving Standby Letter of Credit Agreement, dated as of September 29, 2017, and (c) The Bank of Tokyo-Mitsubishi UFJ, Ltd. issued certain letters of credit for the account of RenaissanceRe UK pursuant to a Facility Letter, dated as of December 21, 2006. The parties have agreed that no new letters of credit will be issued under these facilities.