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)

December 1, 2017

Everest Re Group, Ltd.
(Exact name of registrant as specified in its charter)

Bermuda
1-15731
98-0365432
    
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
     
Seon Place, 4TH Floor
141 Front Street
PO Box HM 845
Hamilton, HM 19, Bermuda
Not Applicable
   
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code 441-295-0006

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 (see General Instruction A.2. below):

[ ] 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 12(a) of the Exchange Act. ____


ITEM 8.01
OTHER EVENTS

On December 1, 2017, the registrant entered into a Bye-law waiver agreement with BlackRock, Inc. ("BlackRock").  The agreement waives the share ownership restrictions of Everest Re Group, Ltd. Bye-laws 53(a), 55(b) and 63(b) with respect to BlackRock and allows BlackRock to retain and control up to a maximum of 15% of the outstanding shares of Everest Re Group, Ltd. However, the amount of shares controlled by BlackRock that will have voting rights will remain limited to 9.9% of the outstanding shares of Everest Re Group, Ltd. as currently indicated within the Bye-laws.

The registrant retains the right to revoke the waiver for any reason upon 30 days' notice to BlackRock.  If the registrant believes that the amount of Everest Re Group, Ltd. shares controlled by BlackRock exceeds 15% of the outstanding shares at any time of measurement, the registrant has the option to require BlackRock to sell shares in the open market to reduce BlackRock's control of Everest Re Group, Ltd. shares to less than the 15% maximum provided by the waiver.


ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

(c)
 
Exhibits
 
       
   
Exhibit No.
Description
       
   
10.1
Bye-Law Waiver Agreement with BlackRock, Inc. dated December 1, 2017
       


 
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.



   
EVEREST RE GROUP, LTD.
         
         
         
 
By:
/S/ KEITH T. SHOEMAKER
 
   
Keith T. Shoemaker
   
Comptroller
     
(Principal Accounting Officer)


Dated:  December 4, 2017

 
EXHIBIT INDEX



Exhibit
     
Number
 
Description of Document
Page No.
       
10.1
 
Bye-Law Waiver Agreement with BlackRock, Inc.
 
   
dated December 1, 2017
5


 

WAIVER
December 1, 2017
Reference is made to the Bye-laws of Everest Re Group, Ltd. (the " Bye-laws ").  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Bye-laws.
Each party hereto acknowledges that, (i) Bye-law 52 of the Bye-laws provides, except as otherwise set forth therein, that if and for so long as the aggregate number of Controlled Shares of any Person exceeds the Maximum Percentage of the total voting power of all of the issued and outstanding share capital of the Company, each such Controlled Share shall confer only a fraction of a vote as provided therein, (ii) Bye-law 53(a) of the Bye-laws provides, except as otherwise set forth therein, that no share may be issued, without prior Board approval, if the Board has reason to believe that the effect of such issuance would cause the aggregate number of Controlled Shares of any Person to exceed the Maximum Percentage of any class of issued and outstanding share capital of the Company, (iii) Bye-law 55(b) of the Bye-laws provides, except as otherwise set forth therein, that if the Board has a reason to believe that the aggregate number of Controlled Shares of any Person exceeds the Maximum Percentage of any class of issued and outstanding share capital of the Company, the Company shall have the option to redeem or purchase all or any part of the shares so owned, as provided therein, and (iv) Bye-law 63(b) of the Bye-laws provides, except as otherwise set forth therein, that no transfer of any share shall be registered if the Board has reason to believe that the effect of such transfer would be to increase the aggregate number of Controlled Shares of any Person to more than the Maximum Percentage of any class of issued and outstanding share capital of the Company (clauses (ii) through (iv), collectively, " the Restrictive Bye-laws ").
Everest Re Group, Ltd., acknowledges that BlackRock, Inc., together with its subsidiaries and controlled affiliates (" BlackRock "), acts, or may in the future act, as the manager and/or investment advisor of various investment funds and accounts (collectively, and together with BlackRock, the " BlackRock Investors ").
In light of the foregoing, Everest Re Group, Ltd. waives the Restrictive Bye-laws with respect to BlackRock up to a maximum of Controlled Shares representing 15% of the shares of the Company outstanding at any time of measurement (the " Waiver "); provided , that: (i) the Waiver is revocable by the Company for any reason upon 30 days' notice; (ii) each BlackRock Investor's ownership of Controlled Shares, determined (for purposes of this proviso (ii) only) without regard to clauses (C) and (D) of the definition of Controlled Shares, does not exceed the Maximum Percentage of any class of issued and outstanding share capital of the Company; (iii) if the Board has reason to believe that the aggregate number of Controlled Shares of BlackRock exceeds 15% of the shares of the Company outstanding at any time of measurement, the Company shall have the option, in lieu of redeeming or repurchasing such shares as provided in Bye-Law 55(b) of the Bye-laws, to require BlackRock to sell, or cause to be sold, into the open market such number of Controlled Shares of BlackRock as may be necessary in order to reduce the aggregate number of Controlled Shares of BlackRock below such 15% threshold; and (iv) following any termination of the Waiver (pursuant to proviso (i) above or otherwise), if the Board has reason to believe that the aggregate number of Controlled Shares of BlackRock exceeds the Maximum Percentage of the shares of the Company outstanding at any time of measurement, the Company shall have the option, in lieu of redeeming or repurchasing such shares as provided in Bye-Law 55(b) of the Bye-laws, to require BlackRock to sell, or cause to be sold, into the open market such number of Controlled Shares of BlackRock as may be necessary in order to reduce the aggregate number of Controlled Shares of BlackRock to no more than the Maximum Percentage.
Nothing in this agreement shall be construed as to indicate, either express or implied, that this Waiver extends to Bye-law 52.  The parties shall reasonably cooperate with each other, and shall reasonably share such appropriate information, to effectuate the calculation of the voting rights attributed to shares owned or controlled by BlackRock.
We have called to your attention that certain insurance laws in jurisdictions in which entities we own or have invested in may be regulated may require prior notice and/or approval of acquisitions of a 10% or more of the outstanding voting securities of such entities or their affiliates. Beneficial ownership under the securities law does not always equate to purchase or control under insurance law and we encourage you to seek your own counsel.


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IN WITNESS WHEREOF, the undersigned has caused this Waiver to be signed on its behalf by its officer thereunto duly authorized as of the date first written above.

 
EVEREST RE GROUP, LTD.
 
 
 
By: /S/ SANJOY MUKHERJEE
 
Name: Sanjoy Mukherjee
 
Title:  Executive Vice President
 
 
 
 
 
 
 
 
 
ACKNOWLEDGED AND AGREED:
 
 
 
BLACKROCK, INC.
 
 
 
By: /S/ DANIEL RIEMER
 
Name: Daniel Riemer
 
Title:  Vice President, Legal & Compliance
 
 
 
 
 
 
 
 
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