Bermuda-based PartnerRe Ltd. has announced its intention to participate in the remarketing of the its 5.61 percent Series B Cumulative Redeemable Preferred Shares.
“The Preferred Share is one of two component parts of the 8 percent Premium Equity Participating Security Unit (PEPS Unit), which were issued in November 2001 (Cusip No. G68603201),” said the bulletin. “Under the original terms of the PEPS Units, the Preferred Shares are due to be remarketed on December 28, 2004. The second component of the PEPS unit is a purchase contract which is due to settle on December 31, 2004.”
PartnerRe said: “If the remarketing is successful, the dividend rate per annum on the Preferred Shares will be reset on December 28, 2004, and that rate will become effective on December 31, 2004 (the Reset Rate). Morgan Stanley & Co. Incorporated, as the Remarketing Agent, will determine the Reset Rate, which will be the lowest rate per annum (whether higher or lower than the current dividend rate) that in the sole reasonable discretion of the Remarketing Agent will enable it to remarket all the Preferred Shares tendered or deemed tendered for remarketing at a price equal to 100.25% of the stated liquidation preference per Preferred Share, plus any accrued and unpaid dividends.”
The company indicated it would participate by “submitting an order to purchase 100 percent of those shares,” basically setting what the reset rate will be (probably below market rates for comparable credits).
“Holders of the PEPS Units can elect to cash settle their purchase contract obligation by following the terms outlined in the December 16, 2004 Notice of Remarketing, which was posted on the DTC bulletin system for dissemination to holders of the PEPS Units and holders of the Preferred Shares which are not part of the PEPS Units,” the bulletin continued. “In the event that holders elect to cash settle and do not subsequently elect to participate in the remarketing, the Preferred Shares will be subject to the Reset Rate on and after December 31, 2004.
“Holders of Preferred Shares which are not part of the PEPS Units must elect to participate in the remarketing by following the terms outlined in the December 16, 2004 Notice of Remarketing. In the event that Preferred Share holders do not elect to participate in the remarketing, the Preferred Shares will not be remarketed and they will be subject to the Reset Rate on and after December 31, 2004.”
Topics Mergers & Acquisitions
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