Business Context and Reporting Period
Company: GREENLIGHT CAPITAL RE, LTD. (GLRE)
Filing Type: Form 8-K (Current Report)
Date of Report: December 15, 2022
Reporting Period: Event date December 15, 2022; Amendment effective January 1, 2023.
This filing reports the entry into a Material Definitive Agreement involving an amendment to the Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP ("SILP"). The parties include GLRE, its wholly-owned subsidiaries Greenlight Reinsurance, Ltd. and Greenlight Reinsurance Ireland, Designated Activity Company, and DME Advisors II, LLC.
Key Financial Metrics
This Form 8-K does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing focuses exclusively on a contractual amendment regarding investment ratios.
Material Changes
The primary material change is the execution of Amendment No. 1 to the partnership agreement, which redefines the "Additional Investment Ratio" effective January 1, 2023. The new definition establishes a ratio where:
- Numerator: The product of 0.60 (the "Investment Cap") multiplied by the GLRE Surplus.
- Denominator: The sum of the Capital Account of each of Greenlight Re and GRIL.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or specific risk factors beyond the standard incorporation of the amendment text by reference. The amendment modifies the calculation mechanics for future investment ratios between the registrant and its subsidiaries.
Investor Verification Checklist
- Verify the full text of Exhibit 10.1 (Amendment No. 1) to understand the complete legal implications of the redefined "Additional Investment Ratio."
- Confirm the impact of the 0.60 Investment Cap on future capital allocation between GLRE and its subsidiaries.
- Review the definition of "GLRE Surplus" and "Capital Account" within the Second Restated Agreement to assess the practical application of the new ratio.