Item 5. Other Information
Item 5. OTHER INFORMATION
SILP Letter Agreement
On August 5, 2020, in connection with the investments by Greenlight Re and GRIL in SILP, pursuant to the SILP LPA, the Company entered into an amended and restated letter agreement with DME Advisors and DME II whereby from July 1, 2020 until such date on which neither Greenlight Re nor GRIL is a limited partner in the Partnership, or as further modified by agreement of the parties:
(a) the Deployed GLRE Investment Portfolio (as defined below) shall not exceed an amount equal to 50% of the GLRE Surplus (as defined below);
(b) in the event that the Deployed GLRE Investment Portfolio exceeds 50% of the GLRE Surplus (“Excess Assets”), DME II and the DME Advisors will use their respective commercially reasonable efforts to promptly liquidate positions in Excess Assets to Non-Risk Assets (as defined below) as may be necessary to comply with the preceding paragraph (a); and
(c) until June 30, 2021, Non-Risk Assets will not be subject to any Management Fee (as defined in the SILP LPA) or Performance Allocation (as defined in the SILP LPA).
“ Deployed GLRE Investment Portfolio ” means an amount equal to the value of the gross long exposure (delta adjusted for derivative instruments) held in SILP for the benefit of Greenlight Re and GRIL.
“ GLRE Surplus ” means the shareholders’ equity of GLRE, as reported in GLRE’s then most recent quarterly U.S. GAAP financial statements adjusted monthly for Net Profits (as defined in the SILP LPA) and Net Losses (as defined in the SILP LPA) as reported by SILP during any intervening period.
“ Non-Risk Assets ” means cash, cash equivalents and/or any U.S. government issued security with an original maturity date of 180 days or less.
Investment Guidelines
Effective July 30, 2020, Greenlight Re’s investment guidelines were amended so as to amend and restate the concentration of investments provision contained in the guidelines as follows:
• Concentration of Investments: Other than cash, cash equivalents and United States government obligations and gold, no single investment in the investment portfolio will constitute more than 10% of Greenlight Re’s surplus.
Disclosure of Certain Activities Under Section 13(r) of the Securities Exchange Act of 1934
Section 13(r) of the Securities Exchange Act of 1934, as amended, requires an issuer to disclose in its annual or quarterly reports whether it or an affiliate knowingly engaged in certain activities described in that section, including certain activities related to Iran during the period covered by the report. During 2016, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) adopted General License H, which authorizes non-U.S. entities that are owned or controlled by a U.S. person to engage in certain activities with Iran so long as they comply with certain specific requirements set forth therein. During 2018, OFAC reimposed certain sanctions on Iran related activities including providing insurance, reinsurance and underwriting services and required such activities to be wound-down by November 4, 2018.
As and when allowed by the applicable law and regulations, our non-U.S. subsidiaries provide treaty reinsurance coverage to non-U.S. insurers on a worldwide basis, including insurers of liability, marine, aviation and energy risks, and as a result, these underlying reinsurance portfolios may have some exposure to Iran. In addition, we may underwrite facultative reinsurance on a global basis to non-U.S. insurers, including for liability, marine, aviation and energy risks. Coverage provided to non-Iranian business may indirectly cover an exposure in Iran. For example, certain of our reinsurance contracts cover global marine hull and cargo policies that provide coverage for vessels navigating into and out of ports worldwide, including Iran.
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For the quarter ended June 30, 2020, we are not aware of any premiums with respect to underwriting reinsurance activities reportable under Section 13(r). Should any such risks have entered into the stream of commerce covered by these reinsurance activities, we believe that the premiums associated with such business would be immaterial.
Item 6. EXHIBITS
10.1 Third Amendment to Employment Agreement, dated as of May 1, 2020, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Laura Accurso (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed May 5, 2020).
10.2 Retention Bonus Agreement, dated May 4, 2020 by and between Greenlight Reinsurance, Ltd and Laura Accurso.
10.3 Retention Bonus Agreement, dated May 4, 2020 by and between Greenlight Reinsurance, Ltd and Brendan Barry.
10.4 Retention Bonus Agreement, dated May 4, 2020 by and between Greenlight Reinsurance, Ltd and Simon Burton.
10.5 Retention Bonus Agreement, dated May 4, 2020 by and between Greenlight Reinsurance, Ltd and Thomas Curnock.
10.6 Retention Bonus Agreement, dated May 4, 2020 by and between Greenlight Reinsurance, Ltd and Neil Greenspan.
10.7 Retention Bonus Agreement, dated May 4, 2020 by and between Greenlight Reinsurance, Ltd and Patrick O’Brien.
10.8 Retention Bonus Agreement, dated May 4, 2020 by and between Greenlight Reinsurance, Ltd and Tim Courtis.
10.9 Letter Agreement between Greenlight Reinsurance, Ltd, Greenlight Reinsurance Ireland, DAC, DME Advisors II, LLC and DME Advisors LP, effective July 1, 2020.
31.1 Certification of the Chief Executive Officer filed hereunder pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2 Certification of the Chief Financial Officer filed hereunder pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.1 Certification of the Chief Executive Officer filed hereunder pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (*)
32.2 Certification of the Chief Financial Officer filed hereunder pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (*)
101 The following materials from the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2020 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GREENLIGHT CAPITAL RE, LTD.
(Registrant)
By: /s/ SIMON BURTON
Simon Burton
Director and Chief Executive Officer
(principal executive officer)
August 5, 2020
By: /s/ TIM COURTIS
Tim Courtis
Chief Financial Officer
(principal financial and accounting officer)
August 5, 2020
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