Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
___________
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2016

Commission file number 001-33606
___________

 
VALIDUS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)

BERMUDA
98-0501001
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
 

29 Richmond Road, Pembroke, Bermuda HM 08
(Address of principal executive offices)


Registrant's telephone number, including area code: (441) 278-9000
Not Applicable
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 
 
 
 
 
 
 
 
 
 






Item 9.01
 
Financial Statements and Exhibits.
     
(d) Exhibits. The following exhibits are filed herewith:
Exhibit No.
 
Description
4.1
 
Certificate of Designations of 5.875% Non-Cumulative Preference Shares, Series A, of Validus Holdings, Ltd.
4.2
 
Form of share certificate evidencing 5.875% Non-Cumulative Preference Shares, Series A
4.3
 
Deposit Agreement, dated June 13, 2016, among Validus Holdings, Ltd., Computershare Inc. and Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein
4.4
 
Form of depositary receipt
5.1
 
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
5.2
 
Opinion of Appleby (Bermuda) Limited
23.1
 
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
23.2
 
Consent of Appleby (Bermuda) Limited (included in Exhibit 5.2)








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 hereunto duly authorized.

Date: June 13, 2016

 
VALIDUS HOLDINGS, LTD.
      (Registrant)
  
 
 
By:  
/s/ Robert F. Kuzloski
 
 
 
 
 
 
Name: 
Robert F. Kuzloski
 
 
Title: 
Executive Vice President and General Counsel
 







EXHIBIT INDEX

Exhibit No.
 
Description
4.1
 
Certificate of Designations of 5.875% Non-Cumulative Preference Shares, Series A, of Validus Holdings, Ltd.
4.2
 
Form of share certificate evidencing 5.875% Non-Cumulative Preference Shares, Series A
4.3
 
Deposit Agreement, dated June 13, 2016, among Validus Holdings, Ltd., Computershare Inc. and Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein
4.4
 
Form of depositary receipt
5.1
 
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
5.2
 
Opinion of Appleby (Bermuda) Limited
23.1
 
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
23.2
 
Consent of Appleby (Bermuda) Limited (included in Exhibit 5.2)