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): July 1826, 2018

VALIDUS HOLDINGS, LTD.

(Exact name of Registrant as specified in its charter)

Bermuda

001-33606

98-0501001

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐¨

~~Item~~Section ~~1.01 Entry~~3 ~~into~~— aSecurities ~~Material~~and ~~Definitive~~Trading ~~Agreement.~~Markets

OnItem ~~July 18, 2018, in connection with the consummation of the Merger (as defined below), Validus Holdings, Ltd~~3.~~, a Bermuda exempted company (the “Company”), Validus Reinsurance, Ltd~~03. ~~(“Validus~~Material ~~Re”),~~Modification American International Group, Inc. (“AIG”), JPMorgan Chase Bank, N.A., as administrative agent, The Bank of New York Mellon, as collateral agent, and the lenders party thereto entered into amendment no. 1 (the “Amendment”) to ~~the~~Rights ~~Five-Year Secured Letter~~ of ~~Credit~~Security ~~Facility Agreement, dated as of December 9, 2015 (the “Existing Credit Agreement” and as amended, the “Amended Credit Agreement”), among the Company, Validus Re, Lloyds Securities Inc~~Holders., as syndication agent, JPMorgan Chase Bank, N.A., as administrative agent, Barclays Bank PLC, HSBC Bank USA, National Association, and SunTrust Bank, as co-documentation agents and the lenders party thereto, to, among other things, add AIG as a guarantor under the Amended Credit Agreement.

InOn ~~addition~~July 26, ~~all~~2018, ~~liens~~following ~~over~~the ~~collateral~~execution of ~~under~~ the ~~Existing~~Second ~~Credit~~Supplemental ~~Agreement~~Indenture ~~are~~(as ~~released~~defined below), American International Group, Inc. (“AIG”), a Delaware corporation and parent of Validus Holdings, Ltd., a Bermuda exempted company (the ~~Amended~~“Company”), ~~Credit~~executed ~~Agreement~~a ~~becomes~~Guarantee (the an“Preference ~~unsecured~~Shares ~~letter~~Guarantee”), ofwith ~~credit~~respect ~~facility~~to ~~agreement~~(i) the issued and outstanding series A preference shares, par value $0.175 ~~The~~per ~~covenants~~share, ~~representations~~of the Company (the “Series A Preference Shares”) and ~~warranties~~(ii) the issued and outstanding series B preference shares, par value $0.175 per share, of the Company (the “Series B Preference Shares”), pursuant to which AIG provided a full and ~~certain~~unconditional ~~events~~guarantee of ~~default~~the Company’s obligations under the certificates of designation governing the Series A Preference Shares and Series B Preference Shares, as applicable. Additionally on July 26, 2018, AIG executed a Guarantee (the “Senior Notes Guarantee”), with respect to the Company’s aggregate outstanding 8.875% Senior Notes due 2040 (the “Notes”) issued under the Indenture (as defined below), pursuant to which ~~applied~~AIG provided a full and unconditional guarantee of the Company’s obligations under the ~~Existing~~Indenture. ~~Credit~~Copies ~~Agreement~~of the Preference Shares Guarantee and the Senior Notes Guarantee are attached as Exhibit 4.2 and Exhibit 4.3 hereto, ~~cease~~respectively, and are incorporated herein by reference. The foregoing descriptions of the Preference Shares Guarantee and the Senior Notes Guarantee do not purport to ~~apply~~be complete and are qualified in their entirety by reference to the full text of the Preference Shares Guarantee and the Senior Notes Guarantee, as applicable.

ASection ~~copy~~8 of— ~~the~~Other Amendment is attached and incorporated herein by reference as Exhibit 1.1. The foregoing description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.Events

Item 18.~~02 Termination~~01. ofOther ~~a Material Definitive Agreement~~Events.

OnThe ~~July~~information ~~18,~~set ~~2018,~~forth inabove ~~connection with the consummation of the Merger, all obligations were repaid~~ under (a) the Credit Agreement, dated as of August 7, 2017, among the Company, Validus Re and Barclays Bank PLC, as lender (the “Barclays Credit Agreement”), (b) the Unsecured Revolving Credit Agreement, dated as of August 7, 2017, among the Company, Validus Re and HSBC Bank USA, National Association, as lender (the “HSBC Credit Agreement”) and (c) the Five-Year Unsecured Revolving Credit and Letter of Credit Facility Agreement, dated as of December 9, 2015, among, amongst others, the Company, Validus Re, the lenders party thereto and JPMorgan Chase Bank, NItem 3.~~A.,~~03 as administrative agent (the “JPM Credit Agreement” and together with the Barclays Credit Agreement and the HSBC Credit Agreement, the “Terminated Credit Agreements”). The Terminated Credit Agreements were terminated on the same date in connection with such transactions. The material terms of ~~each~~this ofCurrent ~~the Terminated Credit Agreements are described under Note 19 of the Consolidated Financial Statements in the Company’s Annual~~ Report on Form 108-K ~~for~~is ~~the~~incorporated ~~year~~herein ~~ended~~by ~~December 31, 2017~~reference.

~~Item~~On ~~2.01 Completion~~July 26, 2018, the Company entered into a second supplemental indenture (the “Second Supplemental Indenture”) with The Bank of ~~Acquisition~~New orYork ~~Disposition~~Mellon, as trustee (the “Trustee”), that supplements the Indenture, dated as of ~~Assets~~January 26, 2010 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of January 26, 2010 (the “First Supplemental Indenture” and the Base Indenture as so supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”), each by and between the Company and the Trustee. The Second Supplemental Indenture adds provisions providing for, but not requiring, the guarantee of the Company’s obligations under the Indenture with respect to the Notes.

OnA ~~July~~copy ~~18,~~of ~~2018,~~ the ~~Company~~Second ~~completed~~Supplemental ~~its~~Indenture is ~~previously~~attached ~~announced~~as ~~merger~~Exhibit ~~with~~4.1 ~~Venus~~hereto ~~Holdings~~and ~~Limited~~is ~~(“Merger~~incorporated ~~Sub”),~~herein aby ~~wholly-owned subsidiary of AIG~~reference. ~~Pursuant~~The toforegoing ~~the~~description ~~Agreement and Plan~~ of ~~Merger, dated as of January 21, 2018, by and among~~ the ~~Company,~~Second ~~Merger~~Supplemental Indenture ~~Sub~~does ~~and~~not ~~AIG~~purport ~~(the~~to ~~“Merger~~be ~~Agreement”),~~complete and ~~the~~is ~~statutory~~qualified ~~merger agreement required~~ in ~~accordance~~its ~~with~~entirety ~~Section 105 of the Bermuda Companies Act 1981, as amended (the “Companies Act”)~~ by ~~and~~reference ~~among~~to the ~~Company,~~full ~~Merger~~text ~~Sub and AIG, dated as~~ of ~~July 18, 2018, Merger Sub merged with and into~~ the ~~Company~~Second ~~in accordance with the Companies Act (the “Merger”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of AIG~~Supplemental Indenture.

~~Pursuant~~Prior to the ~~Merger~~execution ~~Agreement,~~of at the ~~effective~~Preference Shares ~~time~~Guarantee, of the ~~Merger~~Company ~~(the~~filed ~~“Effective~~periodic ~~Time”),~~and ~~each~~annual ~~issued~~reports ~~and~~with ~~outstanding~~the ~~common~~SEC ~~share,~~pursuant ~~par~~to ~~value~~Section ~~$0.175~~13 ~~per~~of ~~common~~the ~~share,~~Securities Exchange Act of ~~the~~1934, ~~Company~~as amended (the “~~Common~~Exchange ~~Shares~~Act”), ~~other~~with ~~than~~respect ~~shares~~to ~~that~~the ~~were~~Series ~~owned~~A byPreference ~~the~~Shares ~~Company~~and asSeries ~~treasury~~B ~~shares~~Preference Shares, ~~owned~~which byare aregistered ~~subsidiary~~under Section 12(b) of the ~~Company,~~Exchange ~~owned~~Act. byPrior ~~AIG~~to orthe ~~any~~execution of ~~its~~the ~~subsidiaries~~Senior orNotes ~~that~~Guarantee, ~~were subject to any~~ the Company ~~Award~~filed ~~(as~~periodic ~~defined~~and inannual ~~the~~reports ~~Merger~~with ~~Agreement), were converted into~~ the ~~right~~SEC pursuant to ~~receive~~Section ~~$68.00~~15(d) inof ~~cash (~~the ~~“Merger~~Exchange ~~Consideration”),~~Act ~~without~~with ~~interest~~respect ~~and subject~~ to ~~any~~the ~~applicable~~Notes, which ~~tax~~are ~~withholdings,~~registered ~~funded~~under ~~with~~Section ~~cash~~15(d) onof ~~hand~~the ~~from~~Exchange ~~AIG~~Act.

Following the ~~Effective~~execution ~~Time,~~of ~~each~~the ~~issued~~Preference Shares Guarantee and ~~outstanding~~the ~~series~~Senior ANotes ~~preference~~Guarantee ~~share~~and the planned filing of the certificate of notice of termination on Form 15 with respect to the common shares, par value $0.175 per common share, of the Company, ~~remains~~the ~~issued~~Company, ~~and~~as ~~outstanding~~an asoperating asubsidiary ~~“Series~~of AAIG and ~~Preference~~an ~~Share”~~issuer of ~~the~~securities ~~Company~~whose ~~(the~~securities ~~“Series~~have Abeen ~~Preference~~guaranteed ~~Shares”)~~by ~~and~~AIG, ~~each~~will ~~issued~~be ~~and~~allowed ~~outstanding~~to ~~series~~provide Bfootnote ~~preference~~disclosure ~~share,~~of ~~par~~its condensed ~~value~~consolidating ~~$0.175~~financial ~~per~~statements ~~share,~~as part of AIG’s consolidated financial statements and in lieu of the Company’s obligation ~~remains~~to ~~issued~~file ~~and~~periodic ~~outstanding~~reports as aan ~~“Series~~issuer Bof ~~Preference~~securities ~~Share”~~registered ofunder the Exchange Act. Consequently, the Company (will no longer file periodic reports under the “Exchange Act in connection with the registration of the Series A Preference Shares, the Series B Preference Shares”) or the Notes. Depositary shares, each representing 1/1,000th interest in ~~each~~a ~~case~~Series A Preference Share or Series B Preference Share, as ~~described~~applicable, ~~further~~will incontinue to be listed on the ~~Merger~~NYSE. ~~Agreement~~Notwithstanding the foregoing, the Company shall remain obligated to file the quarterly report on Form 10-Q for the quarterly period ended June 30, 2018.

AtSection ~~the~~9 ~~Effective~~— ~~Time,~~Financial aStatements ~~pro rata portion of each outstanding restricted share, performance share, restricted stock unit~~ and ~~performance stock unit of the Company, subject to certain exceptions, vested based on the portion of the applicable~~Exhibits

~~vesting~~Item period elapsed through the Effective Time (with the number of performance shares and performance stock units vesting determined based on the target performance level), and was canceled and entitled to receive the Merger Consideration9. Subject to certain exceptions, the remaining unvested portion of each such outstanding restricted share, performance share, restricted stock unit and performance stock unit were, at the Effective Time, canceled, assumed by AIG and converted into an award of AIG restricted stock or restricted stock units (with the number of performance shares and performance stock units determined based on the target level)01. ~~Such~~Financial ~~assumed~~Statements and converted awards remain subject to the service-vesting requirements and other terms as in effect immediately prior to the Effective Time (other than performance shares and performance stock units, which are subject solely to service-vesting requirements and will no longer be subject to any further performance-based vesting requirements)Exhibits.

A(d) ~~copy of the Merger Agreement is filed as Exhibit 2~~Exhibits.1 to the Company’s Current Report on Form 8-K filed on January 22, 2018 and is attached and incorporated herein by reference as Exhibit 2.1. The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

4.1		Second Supplemental Indenture, dated as of July 26, 2018, by and between Validus Holdings, Ltd. and The Bank of New York Mellon, as trustee.
4.2		Guarantee, dated as of July 26, 2018, by American International Group, Inc., with respect to the Series A Preference Shares and Series B Preference Shares.
4.3		Guarantee, dated as of July 26, 2018, by American International Group, Inc., with respect to the Notes.

~~The~~EXHIBIT ~~information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.~~INDEX

On July 18, 2018, in connection with the consummation of the Merger, the Company notified the New York Stock Exchange (“NYSE”) of the completion of the Merger and requested that trading in the Common Shares be withdrawn from listing on the NYSE. The NYSE filed a notification of removal from listing on Form 25 with the Securities and Exchange Commission (“SEC”) with respect to the Common Shares to report the delisting of the Common Shares from the NYSE and to suspend trading of the Common Shares on the NYSE prior to the opening of trading on July 18, 2018.


Exhibit No.		Description

4.1		Second Supplemental Indenture, dated as of July 26, 2018, by and between Validus Holdings, Ltd. and The Bank of New York Mellon, as trustee
4.2		Guarantee, dated as of July 26, 2018, by American International Group, Inc., with respect to the Series A Preference Shares and Series B Preference Shares
4.3		Guarantee, dated as of July 26, 2018, by American International Group, Inc., with respect to the Notes

The Company intends to file with the SEC a certificate of notice of termination on Form 15 with respect to its Common Shares, requesting that the Common Shares be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of the Company with respect to the Common Shares under Sections 13 and 15(d) of the Exchange Act be suspended.2

The Series A Preference Shares and the Series B Preference Shares will continue to be listed on the NYSE and registered under the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Merger and at the Effective Time, holders of Common Shares immediately prior to such time ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration) and accordingly, no longer have any interest in the Company’s future earnings or growth.

Item 5.01 Changes in Control of Registrant.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of AIG.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In accordance with the terms of the Merger Agreement, at the Effective Time, each of the twelve directors of the Company prior to consummation of the Merger (Edward J. Noonan, Mahmoud Abdallah, Michael E. A. Carpenter, Matthew J. Grayson, Jeffrey Greenberg, Karin Hirtler-Garvey, John J. Hendrickson, Jean-Marie Nessi, Mandakini Puri, Gail Ross, Dr.

Therese M. Vaughan and Christopher Watson) ceased to be directors of the Company. In accordance with the terms of the Merger Agreement, the directors of Merger Sub in office immediately prior to consummation of the Merger (Charles Fry, Elias Habayeb and David Friston) are the directors of the Company and will be the directors of the Company until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

There are no arrangements or understandings between any of Mr. Fry, Mr. Habayeb, or Mr. Friston and any other persons pursuant to which Mr. Fry, Mr. Habayeb, or Mr. Friston, as applicable, was selected as a director of the Company. None of Mr. Fry, Mr. Habayeb, or Mr. Friston has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The employment of each of Mr. Noonan, Chief Executive Officer, Jeffrey D. Sangster, Executive Vice President and Chief Financial Officer, and Robert Kuzloski, Executive Vice President and General Counsel, will terminate and each will cease to be an officer of the Company within 31 days after the Merger.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the memorandum of association and bye-laws of Merger Sub immediately prior to the Effective Time became the memorandum of association and bye-laws, respectively, of the Company and will remain the memorandum of association (the “Altered Memorandum of Association”) and bye-laws (the “Amended and Restated Bye-laws”), respectively, of the Company, until changed or amended as provided therein or pursuant to applicable law.

The Altered Memorandum of Association differs in certain respects from the memorandum of association of the Company immediately prior to the Effective Time. These differences include: (i) the Altered Memorandum of Association contains no restrictions on the objects for which the Company is formed and incorporated, whereas the memorandum of association of the Company immediately prior to the Effective Time sets out a prescribed list of objects for which the Company is formed and incorporated; (ii) with respect to the Company’s Common Shares, the authorized share capital of the Company set out in the Altered Memorandum of Association is US$802,800.00 divided into 80,000,000 Common Shares of par value US$0.01 per Common Share, whereas the authorized share capital of the Company set out in the memorandum of association of the Company immediately prior to the Effective Time was US$100,000,000.00 divided into 571,428,571 Common Shares of par value US$0.175 per Common Share; and (iii) the Altered Memorandum of Association expressly provides that the powers of the Company include the powers of a natural person and the power to acquire its own shares to be held as treasury shares in accordance with the provisions of Section 42B of the Companies Act, whereas the memorandum of association of the Company immediately prior to the Effective Time does not provide for these powers. Other than the provisions listed in the preceding sentence, the Altered Memorandum of Association and the memorandum of association of the Company immediately prior to the Effective Time are substantially the same.

The Amended and Restated Bye-laws are in a form appropriate to reflect the Company’s status following the Merger as a wholly-owned subsidiary of AIG. As such, the Amended and Restated Bye-laws differ in certain respects from the bye-laws of the Company immediately prior to the Effective Time, which reflected the Company’s position prior to the Merger as a publicly listed holding company. In particular, the Amended and Restated Bye-laws do not contain the following provisions that were contained in the bye-laws of the Company immediately prior to the Effective Time (references to bye-law numbers being to such bye-laws): (i) the share rights set out in bye-law 4; (ii) the tag along rights set out in bye-law 12A and additional conditions to tag along sales set out in bye-law 12B; (iii) the requirement for all holders of shares of the relevant class to consent in writing to any variation of rights attaching to such shares set out in bye-law 15; (iv) the number of directors provisions set out in bye-law 35; (v) the term of office of directors provisions set out in bye-law 36; (vi) the removal of director provisions set out in bye-law 37; (vii) the dissent of directors provisions set out in bye-law 57A; (viii) the financial year end provisions set out in bye-law 61; (ix) the distribution of financial statements and directors’ report provisions set out in bye-law 67; (x) the requirement for a special resolution (as defined therein) to voluntarily wind up the company set out in bye-law 68; (xi) the requirement for a resolution of holders of a majority in voting power of the aggregate voting power of the Common Stock (as defined therein) to alter the bye-laws or memorandum of association of the Company set out in, respectively, bye-laws 69 and 70; (xii) the requirement for an ordinary resolution (as defined therein) to discontinue the Company out of Bermuda set out in bye-law 71; and (xiii) certain definitions set out in bye-law 1 used in respect of the

provisions listed in (i) to (xii) of the foregoing. Other than the provisions listed in the preceding sentence, the Amended and Restated Bye-laws and the bye-laws of the Company immediately prior to the Effective Time are substantially the same.

Copies of the Altered Memorandum of Association and the Amended and Restated Bye-laws are attached and incorporated herein by reference as Exhibits 3.1 and 3.2, respectively. The foregoing descriptions of the Altered Memorandum of Association and the Amended and Restated Bye-laws do not purport to be complete and are qualified in their entirety by reference to the full texts of the Altered Memorandum of Association and the Amended and Restated Bye-laws.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Amendment No.1, dated as of July 18, 2018, among Validus Holdings, Ltd., Validus Reinsurance, Ltd., JPMorgan Chase Bank, N.A., as administrative agent, The Bank of New York Mellon, as collateral agent, the lenders party thereto and American International Group, Inc.
2.1		Agreement and Plan of Merger, dated as of January 21, 2018, by and among Validus Holdings, Ltd., American International Group, Inc. and Venus Holdings Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Validus Holdings, Ltd. filed on January 22, 2018)
3.1		Altered Memorandum of Association of Validus Holdings, Ltd.
3.2		Amended and Restated Bye-laws of Validus Holdings, Ltd.

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.

Dated: July 18, 2018

	VALIDUS HOLDINGS, LTD.


Date: July 26, 2018	By:	/s/ Robert F. Kuzloski
	Name:	Robert F. Kuzloski
	Title:	Executive Vice President and General Counsel

~~VALIDUS HOLDINGS, LTD. (Registrant) By: /s/Robert F. Kuzloski Name: Robert F. Kuzloski Title: Executive Vice President and General Counsel~~3

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