Exhibit 2.1
EXECUTION COPY
AMENDMENT NO. 1 TO THE
SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO THE
SECURITIES PURCHASE AGREEMENT (this “ Amendment
”) is made as of July 17, 2009 among:
(i) PartnerRe Ltd., a Bermuda
exempted company (“ Parent ”);
(ii) Hellman & Friedman Capital Partners V
(Cayman), L.P., Hellman & Friedman Capital Partners V (Cayman
Parallel), L.P. and Hellman & Friedman Capital Associates V
(Cayman), L.P. (collectively, the “ Hellman & Friedman
Sellers ”);
(iii) Trident III, L.P. and Trident III
Professionals Fund, L.P. (collectively, the “ Stone Point
Sellers ”);
(iv) Vestar Capital Partners V, L.P., Vestar
Capital Partners V-A, L.P., Vestar Executives V, L.P. and Vestar
Holdings V, L.P. (collectively, the “ Vestar Sellers
”);
(v) Crestview Partners (Outbound), L.P.,
Crestview Partners TE (Outbound), L.P., Crestview Partners ERISA
(Outbound), L.P., Crestview Partners (PF), L.P. and Crestview
Offshore Holdings (Cayman), L.P. (collectively, the “
Crestview Sellers ”);
(vi) Caisse de depot et placement du
Québec (the “ Caisse de Dépôt
Seller ”);
(vii) New Mountain Partners II (Cayman), L.P.,
Allegheny New Mountain Partners (Cayman), L.P. and New Mountain
Affiliated Investors II (Cayman), L.P. (collectively, the “
New Mountain Sellers ”); each of the Hellman &
Friedman Sellers, the Stone Point Sellers, the Vestar Sellers, the
Crestview Sellers, the Caisse de Dépôt Seller and the
New Mountain Sellers is individually referred to as a “
Seller ”, and collectively is referred to as the
“ Sellers ”); and
(ix) PARIS RE Holdings Limited, a
Swiss corporation (the “ Company ”).
This Amendment amends that certain
Securities Purchase Agreement (the “ SPA ”),
dated as of July 4, 2009, by and among
Parent, the Company and the Sellers . All
capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the SPA.
WHEREAS, in accordance with
Section 11.02(a) of the SPA, the parties hereto wish to amend
the SPA and consent to certain related matters as specified
herein.
NOW, THEREFORE, the parties hereto agree as
follows:
1. Amendment to
Exhibit A and Exhibit E . Exhibit A and
Exhibit E to the SPA are hereby amended and restated in
their entirety as set forth in Exhibit A and Exhibit
E attached hereto, respectively.
2. Amendment to
Section 2.01(a) . The second sentence of Section
2.01(a) of the SPA is hereby amended and restated in its entirety
as follows:
“The purchase price for each
Company Share is equal to (i) the Per Share Consideration
plus (ii), solely to the extent the Share Capital Repayment
is not paid immediately prior to the Closing pursuant to Section
9.03(b) of the Transaction Agreement, a Parent Note denominated in
CHF with a principal amount equal to the difference between (x) CHF
4.17 minus (y) any per share payment of the Share Capital
Repayment made prior to Closing pursuant to Section 9.03(b)(ii) of
the Transaction Agreement, and the purchase price for each Company
Warrant is equal to the Per Warrant
Consideration.”
3. Amendment to
Section 2.02(d) . Section 2.02(d) of the SPA is
hereby amended and restated in its entirety as follows:
“Solely to the extent the
Share Capital Repayment is not paid immediately prior to the
Closing pursuant to Section 9.03(b) of the Transaction Agreement,
Purchaser shall deliver to each Seller a Parent Note denominated in
CHF having an aggregate principal amount equal to (i) the
difference between (x) CHF 4.17 and (y) any per share payment of
the Share Capital Repayment made prior to Closing pursuant to
Section 9.03(b)(ii) of the Transaction Agreement times (ii)
the number of Company Shares set forth opposite such Seller’s
name on Exhibit A hereto.”
4.
Effectiveness and Ratification . All of the
provisions of this Amendment shall be effective as of the date
hereof. Except as specifically provided for in this
Amendment, the terms of the SPA are hereby ratified and confirmed
and remain in full force and effect.
5.
Counterparts . This Amendment may be executed and
delivered (including by facsimile or e
