Business Context and Reporting Period
This Form 8-K was filed by Greenlight Capital Re, Ltd. on January 7, 2021, with the latest event reported on January 12, 2021. The filing primarily addresses the entry into a material definitive agreement regarding the company's investment partnership structure and the scheduling of its 2021 Annual General Meeting of Shareholders.
Key Financial Metrics
This filing is a current report regarding corporate governance and contractual agreements. It does not provide specific financial data such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios. The text references "GLRE Surplus" and "Capital Account" as defined terms within a partnership agreement but does not disclose their numerical values.
Material Changes and Agreements
- Second Amended and Restated Exempted Limited Partnership Agreement: On January 7, 2021, the Registrant and its subsidiaries (Greenlight Reinsurance, Ltd. and Greenlight Reinsurance Ireland) executed a new agreement with DME Advisors II, LLC, effective January 1, 2021.
- Investment Cap Definition: The agreement amends the "Additional Investment Ratio" to define an "Investment Cap" of 0.50 (50%) of the GLRE Surplus.
- Portfolio Limits: The Investment Portfolio of each partner is now capped at the product of the partner's surplus multiplied by the Investment Cap (0.50).
- Accounting Standards: The agreement clarifies that "Greenlight Re Surplus" and "GRIL Surplus" are based on U.S. GAAP financial statements.
Outlook, Governance, and Corporate Events
- 2021 Annual General Meeting: The company announced it will hold its Annual Meeting on May 4, 2021. Time and location details will be provided in proxy materials.
- Shareholder Proposals: Due to the meeting date being more than 45 days from the 2020 anniversary, the deadline for shareholder proposals under Rule 14a-8 is February 11, 2021.
- Director Nominations: Shareholders intending to nominate directors or submit other business proposals must deliver written notice by the close of business on February 11, 2021.
Investor Verification Checklist
- Verify the full text of the Second Amended and Restated Exempted Limited Partnership Agreement (Exhibit 10.1) to understand all amended investment guidelines.
- Confirm the specific U.S. GAAP surplus figures for Greenlight Re and GRIL in the most recent 10-K or 10-Q to calculate the actual investment portfolio limits under the new 0.50 cap.
- Review the proxy materials once issued to confirm the exact time and location of the May 4, 2021 Annual Meeting.
- Monitor the February 11, 2021 deadline for any shareholder proposals or director nominations that may impact governance.