SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 27, 2012 (November 20, 2012)
Flagstone Reinsurance Holdings, S.A.
(Exact name of registrant as specified in its charter)
65 Avenue de la Gare
Grand Duchy of Luxembourg
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +352 273 515 30
(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 (see General Instruction A.2. below):
Separation Agreements. In connection with, and effective upon, the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 30, 2012, by and among Flagstone Reinsurance Holdings, S.A. (“Flagstone”), Flagstone Reinsurance Holdings (Bermuda) Limited, Validus Holdings, Ltd. (“Validus”) and Validus UPS, Ltd. (the “Merger Agreement”), Flagstone entered into separation agreements with each of David Flitman, Gary Prestia, Guy Swayne, Brenton Slade and William Fawcett. The separation agreements generally incorporate the severance and restrictive covenant provisions of the executives’ existing employment agreements with Flagstone and reflect the actions that Flagstone reserved the right to take with respect to Messrs. Flitman’s, Prestia’s, Swayne’s, Fawcett’s and Slade’s employment arrangements prior to the completion of the mergers contemplated by the Merger Agreement (the “Mergers”) as more fully described in the proxy statement/prospectus included in Amendment No. 2 to the registration statement on Form S-4 filed by Validus with, and declared effective by, the Securities and Exchange Commission on October 23, 2012, except that the agreements provide for termination of the executives’ employment without “cause” on the date of completion of the Mergers, rather than 60 days following the later of completion of the Mergers and December 31, 2012.
Specifically, pursuant to their respective separation agreements, Messrs. Flitman, Prestia, Swayne, Slade and Fawcett will be entitled to the following payments on or shortly following their respective terminations of employment:
In addition, the separation agreements reaffirm the executives’ entitlements to 2012 guaranteed annual bonuses and treatment of their equity awards as described in the Merger Agreement and each of Messrs. Fawcett’s and Prestia’s separation agreements provide for a reduction of payments that could be characterized as “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, if reduction would place such executive in a better net-after tax economic position than if payments were not reduced.
These descriptions of the separation agreements with Messrs. Flitman, Prestia, Swayne, Slade and Fawcett are qualified in their entirety by reference to the actual terms of the separation agreements. Complete copies of the separation agreements with Messrs. Flitman, Prestia and Swayne are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated by reference in this Item 5.02.
On November 20, 2012, Flagstone entered into a separation agreement with Mr. Prestia, and on November 26, 2012, Flagstone entered into separation agreements with each of Messrs. Flitman and Swayne. These separation agreements are described in Item 5.02 of this Current Report on Form 8-K.
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.