Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)

Date : 06/12/2019 @ 2:19PM
Source : Edgar (US Regulatory)

Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)


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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231716

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 12, 2019

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated June 6, 2019)

$                

LOGO

PartnerRe Finance B LLC

          % Senior Notes due 2029

Fully and Unconditionally Guaranteed
by PartnerRe Ltd.



         This is an offering by PartnerRe Finance B LLC, or the issuer, of $            aggregate principal amount of its        % senior notes due                                    , 2029 (the "Notes"). Interest on the Notes is payable semi-annually in arrears on            and                        of each year, commencing on                        ,        . The Notes will mature on                        , 2029.

         The Notes will be senior unsecured obligations of the issuer and will rank equally, subject to the provisions set forth in "Description of Notes and the Guarantees—Ranking", in right of payment with all of its unsecured indebtedness from time to time outstanding. The guarantee of the Notes will be a senior unsecured obligation of PartnerRe Ltd., or the guarantor, and will rank equally, subject to the provisions set forth in "Description of Notes and the Guarantees—Ranking", with all other senior unsecured indebtedness of the guarantor from time to time outstanding.

         The issuer may, at its option, redeem some or all of the Notes at any time or from time to time, at the applicable redemption price and subject to the terms described under the heading "Description of Notes and the Guarantees—Redemption." Notwithstanding the foregoing, the Notes will not be redeemable at any time prior to                        , 2022 without BMA Approval (as defined herein), and will not be redeemable at any time prior to their maturity if the Enhanced Capital Requirement (as defined herein) would be breached immediately before or after giving effect to the redemption of such Notes, unless, in each case, PartnerRe replaces the capital represented by the Notes to be redeemed with capital having equal or better capital treatment as the Notes under the Group Rules (as defined herein). For the avoidance of doubt, payment of principal on the date of maturity will not be subject to the BMA Redemption Requirements (as defined herein).

         The Notes are a new issue of securities with no established trading market. The issuer does not intend to apply for listing of the Notes on any securities exchange.



         Investing in the Notes involves certain risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement and included in the Annual Report on Form 20-F of PartnerRe Ltd. for the year ended December 31, 2018 .

         None of the United States Securities and Exchange Commission, any state securities commission, the Registrar of Companies in Bermuda, the Bermuda Monetary Authority or any other regulatory body has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.



 
  Per Note   Total

Public Offering Price(1)

            %   $          

Underwriting Discount

            %   $          

Proceeds to the issuer (before expenses)(1)

            %   $          

(1)
Plus accrued interest, if any, from            , 2019, if settlement occurs after that date.

         The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company on or about            , 2019.



Joint Book-Running Managers

Citigroup

  Credit Agricole CIB   Goldman Sachs & Co. LLC   HSBC

   

The date of this prospectus supplement is                        , 2019.


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         You should carefully read this prospectus supplement, the accompanying prospectus and any free writing prospectus related to this offering. None of us, PartnerRe Finance B LLC and the underwriters take any responsibility for, nor can any such persons provide any assurance as to the reliability of, any other information that others may give. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction in which the offer or sale is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free writing prospectus is accurate as of any date other than the respective dates on the front of these documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should not consider any information in this prospectus supplement or in the documents incorporated by reference herein to be investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in the Notes.

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        We are offering to sell, and are seeking offers to buy, the Notes only in jurisdictions in which offers and sales of the Notes are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of the Notes and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any Notes offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

        Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Directive (as defined below). The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, "the Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of Notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of the Notes.

        No offered securities may be offered or sold in Bermuda and offers may only be accepted from persons resident in Bermuda, for Bermuda exchange control purposes, where such offers have been delivered outside of Bermuda.

        The permission of the Bermuda Monetary Authority is required, under the provisions of the Exchange Control Act 1972 and related regulations, for all issuances and transfers of securities of Bermuda companies to or from a non-resident of Bermuda for exchange control purposes, other than in cases where the Bermuda Monetary Authority has granted a general permission. The Bermuda Monetary Authority, in its notice to the public dated June 1, 2005, has granted a general permission for the issue and subsequent transfer of any securities, other than "Equity Securities" (as defined by the BMA for exchange control purposes), of a Bermuda company from and/or to a non-resident of Bermuda. In granting the general permission the Bermuda Monetary Authority accepts no responsibility for the financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus supplement or the accompanying prospectus.

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ABOUT THIS PROSPECTUS SUPPLEMENT

        This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering of the Notes. The second part is the accompanying prospectus which gives more general information, some of which may not apply to this offering. If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. In addition, prior to making an investment decision, you should review the risks of investing in the Notes discussed in this prospectus supplement, as well as the risk factors contained in PartnerRe's Annual Report on Form 20-F for the year ended December 31, 2018 , filed with the Securities and Exchange Commission (the "SEC") on March 20, 2019 and incorporated herein by reference. Important information is incorporated into this prospectus supplement and the accompanying prospectus by reference. You may obtain the information incorporated by reference into this prospectus supplement and the accompanying prospectus without charge by following the instructions under "Where You Can Find More Information."

        References in this prospectus supplement and the accompanying base prospectus to "PartnerRe," "we," "us," "our" or the "Company," refer to PartnerRe Ltd. and, unless the context otherwise requires or unless otherwise stated, PartnerRe Ltd.'s subsidiaries. References in this prospectus supplement to the "issuer" or "PRE Finance" refer to PartnerRe Finance B LLC, the issuer of the senior notes and an indirect wholly owned subsidiary of PartnerRe Ltd. References in this prospectus supplement and the accompanying base prospectus to "PartnerRe Ltd." or the "guarantor" refer to PartnerRe Ltd. (excluding its subsidiaries). In this prospectus supplement, references to "dollar" and "$" are to United States currency, and the terms "United States" and "U.S." mean the United States of America, its states, its territories, its possessions and all areas subject to its jurisdiction.


FORWARD-LOOKING STATEMENTS

        This prospectus supplement, including the information incorporated by reference herein, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this prospectus supplement as the "Securities Act", and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this prospectus supplement as the "Exchange Act" and which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of our management. Generally, forward-looking statements include information concerning possible or assumed future actions, events or our results of operations. Forward-looking statements are subject to significant business, economic and competitive risks and uncertainties that could cause actual results to differ, potentially materially, from those reflected in such forward-looking statements, including, without limitation, the information included in or incorporated by reference into this prospectus supplement regarding projections; efficiencies/cost avoidance; cost savings; income and margins; earnings; growth; economies of scale; the economy; future economic performance; deployment of capital; future acquisitions and dispositions; litigation; potential and contingent liabilities; management's plans; business portfolios and taxes.

        Forward-looking statements may be preceded by, followed by or include the words "may," "might," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "projects," "potential," or "continue," the negative of these terms and other comparable terminology.

        Forward-looking statements are not guarantees of performance. You should understand that the important factors set forth below, in addition to those risk factors disclosed in our current and periodic reports filed with the SEC could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements.

        First, our ability to generate an appropriate return on our operations over a reinsurance cycle is dependent on our individual performance, but also on industry factors that impact the level of

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competition and the price of risk. The level of competition is determined by supply of and demand for capacity. Demand is determined by client buying behavior, which varies based on the client's perception of the amount and volatility of risk, its financial capacity to bear it and the cost of risk transfer. Supply is determined by the existing reinsurance companies' level of financial strength and the introduction of capacity from new start-ups or capital markets. Supply and demand for capacity is also impacted by consolidation of competitors, customers and insurance and reinsurance brokers. Significant new capacity or significant reduction in demand will depress industry profitability until the supply/demand balance is redressed. Extended periods of imbalance could depress industry profitability.

        Second, we knowingly expose ourselves to significant volatility in our quarterly and annual net income. We create shareholder value by assuming risk from the insurance and capital markets. This exposes us to volatile earnings as untoward events happen to our clients and in the capital markets. Examples of potential large loss events include, without limitation:

    Natural catastrophes such as windstorms, hurricanes, tsunamis, earthquakes, floods, hailstorms, tornadoes, severe winter weather, fires, drought, etc.;

    Man-made disasters such as terrorism;

    Declines in the equity and credit markets;

    Systemic increases in the frequency or severity of casualty losses; and

    New mass tort actions.

        We manage large loss events through evaluation processes, which are designed to enable proper pricing of these risks over time, but which do little to moderate short-term earnings volatility. The only effective tools to dampen earnings volatility are through diversification by building a portfolio of uncorrelated risks and through the purchase of retrocessional coverage to optimize a portfolio. We do not use significant capital market hedges or trading strategies in the pursuit of stability in earnings.

        Third, we expose ourselves to several very significant risks that are of a size that can impact our financial strength or regulatory capital. We believe that the following can be categorized as very significant risks:

    Natural catastrophe and climate change risk, including the risk of increases in the frequency and severity of natural catastrophes and the losses that result from them;

    Long tail reinsurance risk;

    Market risk;

    Interest rate risk;

    Default and credit spread risk;

    Equity and real estate valuation risk;

    Concentration risk, including our reliance on a small number of reinsurance brokers and other distribution services for a significant portion of our revenue;

    Currency risk, including foreign currency exchange rate fluctuations;

    Counterparty risk;

    Trade credit underwriting risk;

    Operational risk, including our ability to successfully implement our business strategies and initiatives, including strategic investments and mergers and acquisitions;

    Longevity risk;

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    Pandemic risk;

    Cybersecurity risk, including technology breaches or failure;

    Agriculture risk; and

    Political, regulatory and taxation risk.

        These risks can accumulate, individually or in the aggregate, to the point that they exceed a year's worth of earnings and potentially adversely affect the capital base of the Company. We rely on our internal risk management processes, models and systems to manage these risks at the nominal exposure levels approved by the Company's board of directors. However, because these models and processes may fail, we also impose limits on our exposure to these risks.

        We caution the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this document. We do not undertake any duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this document or to reflect actual outcomes.

        Additional factors that may affect future results and conditions are described in our filings with the SEC, including our Annual Report on Form 20-F for the year ended December 31, 2018.

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SUMMARY

         This summary highlights selected information about PartnerRe and this offering. It does not contain all of the information that may be important to you in deciding whether to purchase Notes. We encourage you to read the entire prospectus supplement, the accompanying prospectus and the documents that we have filed with the SEC that are incorporated by reference prior to deciding whether to purchase Notes.


PartnerRe Finance B LLC

        PRE Finance, which was formed on March 10, 2009, is a Delaware limited liability company. PRE Finance is an indirectly wholly owned subsidiary of PartnerRe, and a wholly owned direct subsidiary of PartnerRe U.S. Corporation ("PartnerRe U.S. Holdings"), that was created solely for purposes of issuing, from time to time, debt securities. The principal executive offices of PRE Finance are c/o PartnerRe U.S. Corporation, 200 First Stamford Place, Stamford, Connecticut 06902 (telephone number: +1 203-485-4200).


PartnerRe Ltd.

        PartnerRe Ltd., an exempted company limited by shares incorporated under the laws of Bermuda on August 17, 1993 with limited liability, is the holding company for our international reinsurance group (PartnerRe group). The Company predominantly provides reinsurance through its principal wholly-owned subsidiaries, including Partner Reinsurance Company Ltd. (PartnerRe Bermuda), Partner Reinsurance Europe SE (PartnerRe Europe), Partner Reinsurance Company of the U.S. (PartnerRe U.S.) and Partner Reinsurance Asia Pte. Ltd. (PartnerRe Asia). The Company provides reinsurance for its clients globally and its primary offices are located in Hamilton (Bermuda), Dublin, Stamford (Connecticut, U.S.), Toronto, Paris, Singapore and Zurich.

        The Company provides reinsurance of risks to ceding companies (cedants or reinsureds). Risks reinsured include, but are not limited to, agriculture, aviation/space, casualty, catastrophe, energy, engineering, financial risks, marine, motor, multiline and property as well as mortality, longevity, and accident and health and alternative risk products.

        The Company's principal office is located at 90 Pitts Bay Road, Pembroke, Bermuda HM 08 (telephone number: +1 441-292-0888). The Company maintains an internet site at www.partnerre.com that contains the Company's Annual Reports on Form 20-F filed with the SEC and Current Reports on Form 6-K furnished to the SEC. These reports are also available on the internet site maintained by the SEC at www.sec.gov.

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The Offering

         This section provides a summary of the terms of the Notes. Because the following summary is not complete, you should refer to the indenture among PRE Finance, as issuer, PartnerRe Ltd., as guarantor, and The Bank of New York Mellon, as indenture trustee, for a complete description of the terms of the Notes. You should also refer to the sections entitled "Description of Notes and the Guarantees" in this prospectus supplement and "Description of the Debt Securities" in the accompanying prospectus.

Issuer

  PartnerRe Finance B LLC

Securities Offered

 

$          aggregate principal amount of          % Senior Notes due 2029

Interest Rate

 

          % per year

Interest Payment Dates

 

Semi-annually in arrears on          each and          , commencing          ,          

Maturity

 

          , 2029

Guarantor

 

PartnerRe Ltd.

Guarantee

 

The guarantor will fully and unconditionally guarantee the Notes, including the payment of principal, premium, if any, and interest. The guarantee will be a senior unsecured obligation of the guarantor, and will rank equally, subject to the provisions set forth in "Description of Notes and the Guarantees—Ranking", with all other senior unsecured indebtedness of the guarantor from time to time outstanding.

Redemption

 

The Notes will be redeemable at the option of the issuer at any time as a whole or from time to time in part, at the applicable redemption price and subject to the terms described in "Description of Notes and the Guarantees—Redemption". Notwithstanding the foregoing, (i) the Notes will not be redeemable at any time prior to , 2022 without BMA Approval (as defined herein), and (ii) the Notes will not be redeemable at any time prior to their maturity if the Enhanced Capital Requirement (as defined herein) would be breached immediately before or after giving effect to the redemption of such Notes, unless, in each case, PartnerRe replaces the capital represented by the Notes to be redeemed with capital having equal or better capital treatment as the Notes under the Group Supervision Rules (as defined herein) (clauses (i) and (ii), collectively, the "BMA Redemption Requirements"). For the avoidance of doubt, payment of principal on the date of maturity will not be subject to the BMA Redemption Requirements.

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Ranking

 

The Notes will be senior unsecured obligations of the issuer and will rank equally in right of payment with, subject to the provisions set forth below and in "Description of Notes and the Guarantees—Ranking", all of the issuer's unsecured indebtedness from time to time outstanding. The Notes will be effectively subordinated to all existing and future secured obligations of the issuer to the extent of the security therefor and contractually subordinated to all existing and future obligations of the guarantor's subsidiaries, including amounts owed to holders of reinsurance and insurance policies issued by its reinsurance and insurance company subsidiaries. As of the date of this prospectus supplement, PRE Finance has no subsidiaries and has $500 million of debt outstanding as of March 31, 2019, all of which relates to its 5.500% Senior Notes due 2020.

 

The guarantee will be a senior unsecured obligation of the guarantor, and will rank equally, subject to the provisions set forth below and in "Description of Notes and the Guarantees—Ranking", with all other senior unsecured indebtedness of the guarantor from time to time outstanding. Because the guarantor is a holding company, the guarantor's rights and the rights of its creditors, including the holders of the Notes who would be creditors of the guarantor by virtue of the guarantee, and its shareholders to participate in any distribution of the assets of any subsidiary upon such subsidiary's liquidation or reorganization or otherwise, would be subject to the prior claims of the subsidiary's creditors and policyholders, except in some cases to the extent that the guarantor is a creditor of the subsidiary. The rights of creditors of the guarantor, including the holders of the Notes who are creditors of the guarantor by virtue of the guarantee, to participate in the distribution of stock owned by the guarantor in its subsidiaries, including the guarantor's insurance subsidiaries, may also be subject to the approval of regulatory authorities having jurisdiction over such subsidiaries.

 

As of December 31, 2018, the guarantor's total liabilities on a consolidated basis (after intercompany eliminations) was $16.24 billion (of which $26.21 million was a liability of the guarantor only). As a result, the guarantor's guarantee of the Notes will be structurally subordinated to such obligations of the guarantor's subsidiaries (other than those of the issuer), except to the extent that any such entities become guarantors of the Notes.

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Use of Proceeds

 

We expect that the net proceeds available to the issuer, after deducting the underwriting discount and estimated expenses payable by the issuer, will be approximately $          . PRE Finance will use the proceeds to redeem its 5.500% Senior Notes due 2020 and will lend the remainder, if any, to PartnerRe U.S. Holdings, its direct parent, to be used for general corporate purposes. See "Use of Proceeds."

Covenants

 

The Notes contain various covenants, including limitations on the activities of PRE Finance, restrictions on the use of proceeds of the Notes and limitations on the incurrence of liens on PRE Finance's property or assets.

Form and Denomination

 

The Notes will be represented by one or more global notes, deposited with the trustee as custodian for The Depository Trust Company and registered in the name of Cede & Co., The Depository Trust Company's nominee. The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

No Listing of the Notes or Guarantee

 

We do not intend to apply to list the Notes or the guarantee on any securities exchange or to have the Notes or guarantee quoted on any automated quotation system.

Governing Law

 

The State of New York.

Risk Factors

 

Investing in the Notes involves certain risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement.

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RISK FACTORS

         An investment in the Notes will involve a degree of risk, including the risks described in this section. The risks and uncertainties described below and incorporated by reference in this prospectus supplement are not the only ones relevant to an investment in the Notes. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually occurs, our business, financial condition and results of operations could be materially affected and the value of the Notes could decline substantially. Prior to making a decision about investing in the Notes, you should carefully consider, among other matters, the following risk factors, the section entitled "Risk Factors" in the accompanying prospectus, and the risks described in the PartnerRe Ltd. Annual Report on Form 20-F for the fiscal year ended December 31, 2018 under the heading "Risk Factors" and in the other filings we may make from time to time with the SEC.

Risks Relating to the Notes

An active trading market for the Notes may not develop.

        The Notes constitute a new issue of securities with no established trading market. We cannot assure you that an active market for the Notes will develop or be sustained or that holders of the Notes will be able to sell their Notes at favorable prices or at all. Although the underwriters have indicated to us that they intend to make a market in the Notes, as permitted by applicable laws and regulations, they are not obligated to do so and may discontinue any such market-making at any time without notice. Accordingly, we cannot give any assurance as to the liquidity of, or trading markets for, the Notes. The Notes are not listed, and we do not plan to apply to list the Notes on any securities exchange or to include them in any automated quotation system.

Changes in our credit rating or the financial markets could adversely affect the market price of the Notes.

        The market price for the Notes will depend on many factors, including, among others:

    our credit ratings with major credit rating agencies;

    the prevailing interest rates being paid by other companies similar to us;

    our financial condition, financial performance and future prospects; and

    the overall condition of the financial markets.

        The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the market price of the Notes.

        In addition, credit rating agencies continually review their ratings for the companies that they follow, including us. The credit rating agencies also evaluate the insurance industry as a whole and may change their credit rating for us based on their overall view of our industry. A negative change in our rating could have an adverse effect on the market price of the Notes.

Failure to comply with restrictive covenants contained in the indenture governing the Notes or agreements governing any other existing or future indebtedness could trigger prepayment obligations, which could adversely affect our and our subsidiaries' business, financial condition and results of operations.

        The indenture governing the Notes contains covenants that impose restrictions on us. We and certain of our subsidiaries are also required to comply with certain covenants set forth in our existing credit facilities and in other existing financing agreements and any debt agreements we and our subsidiaries may enter into in the future. Failure to comply with any of such covenants could result in an event of default under the applicable agreements governing such indebtedness, which could, if not

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cured or waived, result in us or certain of our subsidiaries being required to repay such indebtedness. As a result, we and our subsidiaries' business, financial condition, results of operations and liquidity could be adversely affected.

Our credit ratings may not reflect all risks of an investment in the Notes and there is no protection in the indenture for holders of the Notes in the event of a ratings downgrade.

        Our credit ratings are an assessment of our ability to pay our obligations. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the rating organization in its sole discretion. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Notes. Our credit ratings, however, may not reflect the potential impact of risks related to the structure of the Notes or market or other factors discussed in this prospectus supplement on the value of the Notes. Neither we nor any underwriter has any obligation to the holders of Notes to maintain any credit ratings or to advise holders of Notes of any change in its credit ratings and there is no requirement in the indenture governing the Notes to maintain a rating on the Notes. Each agency's rating should be evaluated independently of any other agency's rating.

Investors in the Notes face additional risks because neither the issuer nor the guarantor has independent operations and the guarantor has subsidiaries that are regulated.

        The Notes are an obligation of PartnerRe Finance B LLC. The issuer is a finance subsidiary of PartnerRe Ltd. which has no independent operations other than its financing activities. As a result, its ability to service the Notes depends upon the distributions, earnings, losses or other payments from the guarantor and its operating subsidiaries to PartnerRe Finance B LLC.

        As a holding company, the guarantor derives all of its income from its subsidiaries. Accordingly, the guarantor's ability to service its obligations, including its obligations under the guarantee, is primarily dependent on the earnings of its respective subsidiaries and the payment of those earnings to the guarantor, in the form of dividends, loans or advances and through repayment of loans or advances. These operating subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due on the Notes or the guarantee or to provide the issuer or guarantor with funds. In addition to being limited by the financial condition and operating requirements of such subsidiaries, any payment of dividends, loans or advances by those subsidiaries could be subject to statutory or contractual restrictions.

        Because the guarantor is a holding company, the guarantor's rights and the rights of its creditors, including the holders of the Notes who would be creditors of the guarantor by virtue of the guarantee, and its shareholders to participate in any distribution of the assets of any subsidiary upon such subsidiary's liquidation or reorganization or otherwise, would be subject to the prior claims of the subsidiary's creditors and policyholders, except in some cases to the extent that the guarantor is a creditor of the subsidiary. The rights of creditors of the guarantor, including the holders of the Notes who are creditors of the guarantor by virtue of the guarantee, to participate in the distribution of stock owned by the guarantor in its subsidiaries, including the guarantor's insurance subsidiaries, may also be subject to the approval of regulatory authorities having jurisdiction over such subsidiaries.

        As of December 31, 2018, the guarantor's total liabilities on a consolidated basis (after intercompany eliminations) was $16.24 billion (of which $26.21 million was a liability of the guarantor only). As a result, the guarantor's guarantee of the Notes will be structurally subordinated to such obligations of the guarantor's subsidiaries (other than those of the issuer), except to the extent that any such entities become guarantors of the Notes.

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PartnerRe may incur additional indebtedness.

        There are no terms in the indenture, the Notes or the guarantee that limit the issuer's or the guarantor's ability to incur additional indebtedness, and we expect from time to time to incur additional indebtedness. Any additional indebtedness so incurred could reduce the amount of cash the issuer or the guarantor would have available to pay its obligations under the Notes or the guarantee.

The issuer may, subject to the BMA Redemption Requirements, at its option, redeem the Notes prior to the maturity date and you may not be able to reinvest in a comparable security.

        The issuer may, subject to the BMA Redemption Requirements, at its option, redeem some or all of the Notes at any time or from time to time at the applicable redemption price and subject to the terms described in "Description of Notes and the Guarantees—Redemption." If the issuer chooses to redeem your Notes, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the Notes. This redemption right also may adversely impact your ability to sell your Notes as the optional redemption date or period approaches. In addition, the redemption of the Notes may be a taxable event to you for U.S. federal income tax purposes.

We may suspend our reporting obligations under the Exchange Act, which would result in less disclosure about us and may negatively affect our ability to raise additional funds, the ability of holders of the Notes to sell Notes, and the liquidity and trading price of the Notes.

        We may voluntarily deregister our securities under and suspend our reporting obligations pursuant to the applicable rules and regulations of the Exchange Act. Following deregistration, we may not publish periodic financial information or furnish such information to our securityholders, except as may be required by applicable laws. If we cease filing periodic and current reports for any reason, less disclosure about us will be available, which may negatively affect our ability to raise additional funds, the ability of the holders of the Notes to sell such Notes and the liquidity and trading price of the Notes.

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USE OF PROCEEDS

        We expect that the net proceeds available to the issuer, after deducting the underwriting discount and estimated expenses payable by the issuer, will be approximately $            . PRE Finance will use the proceeds to redeem its 5.500% Senior Notes due 2020 and will lend the remainder, if any, to PartnerRe U.S. Holdings, its direct parent, to be used for general corporate purposes.

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CAPITALIZATION

        The following table sets forth PartnerRe's consolidated capitalization as of March 31, 2019. The "Actual" column reflects PartnerRe's capitalization as of March 31, 2019 on a historical basis, without any adjustments to reflect subsequent or anticipated events. The "As Adjusted" column is adjusted to give effect to (i) this offering of Notes and (ii) the expected redemption of all of PRE Finance's $500,000,000 aggregate principal amount of 5.500% Senior Notes due 2020, all or a portion of which is expected to be funded by the proceeds of the offering of the Notes. The following data is qualified in its entirety by, and should be read in conjunction with, our consolidated financial statements and the related notes thereto incorporated in this prospectus supplement and the accompanying prospectus by reference.

 
  At March 31, 2019  
(in thousands, except share numbers)
  Actual   As Adjusted  

Debt related to senior notes

             

Related to 5.500% Senior Notes due 2020(1)

  $ 500,000   $  

Related to        % Senior Notes due 2029(2)

           

1.25% Guaranteed Notes due 2026(3)

    834,476     834,476  

Debt related to capital efficient notes(4)

    70,989     70,989  

Total long-term indebtedness

    1,405,465        

Shareholders' equity

             

Common shares (par value $0.00000001; issued and outstanding: 100,000,000 shares)

         

Preferred shares (par value $1.00; issued and outstanding: 28,169,062 shares; aggregate liquidation value: $704,227)

    28,169     28,169  

Additional paid-in capital

    2,396,530     2,396,530  

Accumulated other comprehensive loss

    (95,259 )   (95,259 )

Retained earnings

    4,647,722     4,647,722  

Total shareholders' equity

    6,977,162     6,977,162  

Total capitalization

  $ 8,382,627   $    

(1)
PRE Finance, the issuer of these senior notes, does not meet consolidation requirements under U.S. GAAP. Accordingly, the Company shows the debt owed by it to PRE Finance of $500 million in its consolidated balance sheet at March 31, 2019.

(2)
As noted in footnote (1), PRE Finance does not meet consolidation requirements under U.S. GAAP. Accordingly, after giving effect to this offering, the Company shows the debt owed by it to PRE Finance of $            in its consolidated balance sheet at March 31, 2019.

(3)
PartnerRe Ireland Finance DAC, the issuer of these senior notes, meets the consolidation requirements under U.S. GAAP. Accordingly, the Company shows the debt owed to third parties of €750 million in its consolidated balance sheet at March 31, 2019.

(4)
PartnerRe Finance II Inc., the issuer of the CENts, does not meet consolidation requirements under U.S. GAAP. Accordingly, the Company shows the debt to PartnerRe Finance II Inc. of $71 million in its consolidated balance sheet at March 31, 2019.

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SUMMARY CONSOLIDATED FINANCIAL DATA

        The following table presents summary consolidated financial data and other financial information of PartnerRe for the three months ended March 31, 2019 and 2018, and the years ended December 31, 2018, 2017 and 2016. The year-end financial data and other financial information have been derived from our audited financial statements and notes thereto. The unaudited interim consolidated financial statement data have been prepared on a basis consistent with which our audited consolidated financial statements have been prepared, except income taxes for the interim period which are based on the estimated effective tax for the full year.

        On March 18, 2016, Exor N.V. acquired 100% of the Company's common shares; as such, earnings per share data is no longer considered meaningful and has been excluded.

        You should read the selected financial data and other financial information set forth below along with the consolidated financial statements and related notes and other financial information included or incorporated by reference in this prospectus supplement. The summary consolidated financial and other

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data provided below does not purport to indicate results of operations as of any future date or for any future period.

 
  For the Three-Months
Ended March 31,
  For the Years Ended December 31,  
 
  2019   2018   2018   2017   2016  
 
  (in thousands)
 

Statement of Operations and Comprehensive Income (Loss) data:

                               

Gross premiums written

  $ 2,117,274   $ 1,804,841   $ 6,299,929   $ 5,587,894   $ 5,356,942  

Net premiums written

  $ 1,943,807   $ 1,581,652   $ 5,803,364   $ 5,119,926   $ 4,953,470  

Net premiums earned

    1,385,633     1,204,028     5,513,810     5,024,981     4,969,596  

Net investment income

    109,708     102,399     415,921     402,071     410,864  

Net realized and unrealized investment gains (losses)(1)

    468,778     (222,560 )   (389,632 )   232,491     26,266  

Other income

    3,911     5,180     50,127     15,242     15,232  

Total revenues

  $ 1,968,030   $ 1,089,047   $ 5,590,226   $ 5,674,785   $ 5,421,958  

Losses and loss expenses

    991,783     828,895     4,193,255     3,840,982     3,248,091  

Total expenses

    1,435,858     1,229,728     5,695,761     5,486,109     4,925,808  

Income (loss) before taxes and interest in earnings (losses) of equity investments

    532,172     (140,681 )   (105,535 )   188,676     496,150  

Income tax (benefit) expense

    44,988     (15,072 )   (8,934 )   10,358     25,923  

Interest in earnings (losses) of equity investments

    21,352     17,463     10,607     85,703     (22,919 )

Net income (loss)

  $ 508,536   $ (108,146 ) $ (85,994 ) $ 264,021   $ 447,308  

Preferred dividends

  $ 11,604   $ 11,604   $ 46,416   $ 46,416   $ 55,043  

Loss on redemption of preferred shares

                      4,908  

Net income (loss) attributable to common shareholder

  $ 496,932   $ (119,750 ) $ (132,410 ) $ 217,605   $ 387,357  

Comprehensive income (loss) attributable to PartnerRe Ltd. 

  $ 551,911   $ (124,440 ) $ (134,347 ) $ 248,309   $ 456,022  

(1)
Net realized and unrealized investment gains (losses) include net unrealized gains of $441 million and losses of $221 million for the three months ended March 31, 2019 and 2018, respectively.


 
   
  At December 31,  
 
  At March 31,
2019
 
 
  2018   2017  
 
  (in thousands)
 

Balance Sheet data:

                   

Total investments

  $ 16,087,827   $ 15,389,440   $ 14,766,211  

Total assets

    24,016,662     22,759,894     22,980,764  

Debt related to senior notes

    1,334,476     1,349,017     1,384,824  

Debt related to capital efficient notes

    70,989     70,989     70,989  

Total liabilities

    17,039,500     16,243,380     16,235,652  

Common shares (par value 0.00000001; 100,000,000 issued and outstanding shares). 

             

Preferred shares (par value $1.00; issued and outstanding: 28,169,062 shares; aggregate liquidation value: $704,227)

    28,169     28,169     28,169  

Total shareholders' equity

  $ 6,977,162   $ 6,516,514   $ 6,745,112  

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DESCRIPTION OF NOTES AND THE GUARANTEES

         The following description of the specific terms of the Notes that PRE Finance is offering supplements the description of the general terms and provisions of the senior debt securities and the guarantees set forth in the accompanying prospectus under the caption "Description of the Debt Securities" and "Description of the Debt Securities Guarantee".

         The Notes constitute a series of debt securities, which are more fully described in the accompanying prospectus, to be issued pursuant to an indenture among PRE Finance, as issuer, PartnerRe Ltd., as guarantor, and The Bank of New York Mellon, as indenture trustee, as supplemented by a second supplemental indenture, which we refer to in this prospectus supplement, collectively, as the "Indenture." The terms of the Notes include those provisions contained in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, which we refer to in this prospectus supplement as the "Trust Indenture Act." The Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the Trust Indenture Act for a statement of such terms. The following summaries of certain provisions of the Indenture do not purport to be complete and are subject to and qualified in their entirety by reference to the Indenture, including the definitions in the Indenture of certain terms used below.

         Unless otherwise specified, in this section, "guarantor" and "PartnerRe" refer to PartnerRe Ltd. and not to any of its subsidiaries.

General

        The Notes are an obligation of PRE Finance. PRE Finance is a finance subsidiary of PartnerRe which has no independent operations other than its financing activities. As a result, its ability to service the Notes depends upon the distributions, earnings, losses or other payments from the guarantor and its operating subsidiaries to PRE Finance. PRE Finance's activities will be limited to issuing debt, including but not limited to the Notes, and lending a portion of the proceeds from the issuance to PartnerRe U.S. Holdings, and any other activities necessary or incidental to these activities. PRE Finance has no employees and, with limited exceptions, has agreed not to create, incur, assume or suffer to exist any lien upon or with respect to any of its assets.

        The Notes will mature on                  , 2029. The Notes will be initially issued through The Depository Trust Company, which we refer to in this prospectus supplement as "DTC", in fully registered form without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof, except under the limited circumstances described below under "—Delivery and Form". The Notes will initially be limited in aggregate principal amount to $            . On one or more occasions after the sale of the Notes, the issuer may issue additional notes under the Indenture having substantially identical terms to the Notes offered hereby (except for the issue date, public offering price and, if applicable, the initial interest payment date), but if any additional notes are not fungible with the originally issued Notes for United States federal income tax purposes, the additional notes will have a separate CUSIP number. The Notes and any such additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments and redemptions.

        In accordance with Group Supervision Rules, the Notes are unencumbered and do not give rise to a right of set off against the claims and obligations of PartnerRe Ltd. or any insurance subsidiary thereof to an investor or creditor. By purchasing the Notes, each holder of the Notes is deemed to agree and acknowledge that no security or encumbrance of any kind is, or will at any time be, provided by PartnerRe Ltd. or any of its affiliates to secure the rights of holders of the Notes. The Notes will not in any way give rise to any rights of set-off, recoupments or counterclaims against any claims and obligations of PartnerRe Ltd. or its regulated operating subsidiaries to any person in whose names the Notes are registered or any creditor of PartnerRe Ltd. or its regulated operating subsidiaries.

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        There are no terms in the indenture, the Notes or the guarantee that limit the guarantor's ability to incur additional indebtedness, and the guarantor expects from time to time to incur additional indebtedness.

Principal and Interest

        The issuer will pay interest on the Notes at a rate of        % per year semi-annually in arrears on                  and                   of each year, commencing on                  ,        , to the persons in whose names the Notes are registered at the close of business on                  or                  , as the case may be (whether or not a Business Day (as defined in the Indenture)), immediately preceding the relevant interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

        If any interest payment date falls on a day that is not a Business Day, the interest payment will be postponed to the next day that is a Business Day, and no interest on such payment will accrue for the period from and after such interest payment date. If the maturity date of the Notes falls on a day that is not a Business Day, the payment of interest and principal may be made on the next succeeding Business Day, and no interest on such payment will accrue for the period from and after the maturity date. Interest payments for the Notes will include accrued interest from and including the date of issue or from and including the last date in respect of which interest has been paid, as the case may be, to, but excluding, the interest payment date or the date of maturity, as the case may be. Interest on the Notes for which the Redemption Date (as defined below) is after a regular record date and on or before the following interest payment date will also be payable to the persons in whose names the Notes are so registered.

        Unless the Notes are redeemed prior to maturity, the Notes will mature, and the principal amount of the Notes will become payable, on                  , 2029. For the avoidance of doubt, payment of principal on the date of maturity will not be subject to the BMA Redemption Requirements (as defined below).

Ranking

        The Notes will be senior unsecured obligations of the issuer and will rank equally in right of payment, with all of the issuer's unsecured indebtedness from time to time outstanding. However, the Notes will be effectively subordinated to all existing and future secured obligations of the issuer to the extent of the security therefor and contractually subordinated to all existing and future obligations of the guarantor's subsidiaries, including amounts owed to holders of reinsurance and insurance policies issued by its reinsurance and insurance company subsidiaries.

        As at the date of this prospectus supplement, the issuer has no subsidiaries and has $500 million of debt outstanding, all of which relates to its 5.500% Senior Notes due 2020.

        The guarantees will be a senior unsecured obligation of the guarantor and will rank equally with all other senior unsecured indebtedness of the guarantor from time to time outstanding. Because the guarantor is a holding company, the guarantor's rights and the rights of its creditors, including the holders of the Notes who would be creditors of the guarantor by virtue of the guarantee, and its shareholders to participate in any distribution of the assets of any subsidiary upon such subsidiary's liquidation or reorganization or otherwise, would be subject to the prior claims of the subsidiary's creditors and policyholders, except in some cases to the extent that the guarantor is a creditor of the subsidiary. The rights of creditors of the guarantor, including the holders of the Notes who are creditors of the guarantor by virtue of the guarantee, to participate in the distribution of stock owned by the guarantor in its subsidiaries, including the guarantor's insurance subsidiaries, may also be subject to the approval of regulatory authorities having jurisdiction over such subsidiaries.

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        As of December 31, 2018, the guarantor's total liabilities on a consolidated basis (after intercompany eliminations) was $16.24 billion (of which $26.21 million was a liability of the guarantor only). As a result, the guarantor's guarantee of the Notes will be structurally subordinated to such obligations of the guarantor's subsidiaries (other than those of the issuer), except to the extent that any such entities become guarantors of the Notes.

The Guarantee

        The issuer's payment obligations under the indenture and pursuant to the Notes will be fully and unconditionally guaranteed by PartnerRe Ltd. (subject to the provisions set forth under "—Ranking"). As a holding company, PartnerRe derives all of its income from its subsidiaries. Accordingly, PartnerRe's ability to service its obligations, including its obligations under the guarantees, is primarily dependent on the earnings of its respective subsidiaries and the payment of those earnings to PartnerRe, in the form of dividends, loans or advances and through repayment of loans or advances. These operating subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due on the Notes or the guarantees or to provide the issuer or guarantor with funds.

No Payment of Additional Amounts

        The issuer and guarantor will not be required to pay any Additional Amounts (as defined in the Indenture) with respect to the Notes.

Redemption

        The issuer will be entitled to redeem the Notes as set forth below; provided that notwithstanding anything to the contrary set forth herein, (i) the Notes will not be redeemable at any time prior to                  , 2022 without BMA Approval unless PartnerRe replaces the capital represented by the Notes to be redeemed with capital having equal or better capital treatment as the Notes under the Group Solvency Standards, together with the Group Supervision Rules, as those rules and regulations may be amended or replaced from time to time (the "Group Rules") and (ii) the Notes will not be redeemable at any time prior to their maturity if the Enhanced Capital Requirement would be breached immediately before or after giving effect to the redemption of such Notes unless PartnerRe replaces the capital represented by the Notes to be redeemed with capital having equal or better capital treatment as the Notes under the Group Rules (clauses (i) and (ii), collectively, the "BMA Redemption Requirements").

        As used herein:

        " Applicable Supervisory Regulations " means such insurance supervisory laws, rules and regulations relating to group supervision or the supervision of single insurance entities, as applicable, which are applicable to PartnerRe or the Insurance Group, and which shall initially mean the Group Rules until such time when the BMA no longer has jurisdiction or responsibility to regulate PartnerRe or the Insurance Group.

        " BMA " means the Bermuda Monetary Authority, or, should the Bermuda Monetary Authority no longer have jurisdiction or responsibility to regulate PartnerRe or the Insurance Group, as the context requires, a regulator which is otherwise subject to Applicable Supervisory Regulations.

        " BMA Approval " means the BMA has given, and not withdrawn by such date, its prior consent to the redemption of such Notes.

        " ECR " means the enhanced capital and surplus requirement applicable to the Insurance Group and as defined in the Bermuda Insurance Act 1978, as amended from time to time, or, should the Insurance Act or the Group Rules no longer apply to the Insurance Group, any and all other solvency capital requirements defined in the Applicable Supervisory Regulations.

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        " Enhanced Capital Requirement " means the ECR or any other requirement to maintain assets applicable to PartnerRe or in respect of the Insurance Group, as applicable, pursuant to the Applicable Supervisory Regulations.

        " Group Solvency Standards " means the Bermuda Insurance (Prudential Standards) (Insurance Group Solvency Requirement) Rules 2011, as those rules and regulations may be amended or replaced from time to time.

        " Group Supervision Rules " means the Bermuda Insurance (Group Supervision) Rules 2011, as those rules and regulations may be amended or replaced from time to time.

        " Insurance Act " means the Bermuda Insurance Act 1978, as amended from time to time.

        " Insurance Group " means all subsidiaries of PartnerRe that are regulated insurance or reinsurance companies (or part of such regulatory group) pursuant to the Applicable Supervisory Regulations.

        Subject to the BMA Redemption Requirements described above, the Notes will be redeemable, at the option of the issuer, at any time as a whole or from time to time in part, on not less than 30 nor more than 60 days' prior notice to the holders of the Notes, on any date prior to their maturity, which we refer to in this prospectus supplement as a "Redemption Date". The redemption price for any redemption of Notes before                  ,        shall be equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the Discounted Present Value of the Notes to be redeemed, plus in each case accrued and unpaid interest on the principal amount of such Notes to, but excluding, the Redemption Date. The redemption price for any redemption of Notes on or after                  ,        shall be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on such principal amount of such Notes to, but excluding, the Redemption Date.

        As used herein:

        " Discounted Present Value " of any Note subject to optional redemption shall be equal to the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the Redemption Date) on such Note discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus                  basis points.

        " Treasury Rate " means, with respect to any Redemption Date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life (as defined in the Indenture), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding the Redemption Date.

        " Comparable Treasury Issue " means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the Remaining Life.

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        " Comparable Treasury Price " means (i) the average of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

        " Independent Investment Banker " means one of the Reference Treasury Dealers appointed by us.

        " Reference Treasury Dealer " means each of (i) Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC or HSBC Securities (USA) Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the City of New York, which we refer to in this prospectus supplement as a "Primary Treasury Dealer", PartnerRe will substitute another Primary Treasury Dealer and (ii) any two other Primary Treasury Dealers selected by the Independent Investment Banker after consultation with PartnerRe.

        " Reference Treasury Dealer Quotation " means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by an Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

        If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of DTC, in the case of Notes represented by a global security, or by the trustee by lot, in the case of Notes that are not represented by a global security.

        The Notes will not be entitled to the benefit of any mandatory redemption or sinking fund.

        The issuer will not be required to (1) register the transfer of or exchange the Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any Notes and ending at the close of business on the day of such mailing or (2) register the transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Certain Covenants

        In addition to the covenants described in the accompanying prospectus under "Description of Debt Securities—Consolidation, Amalgamation, Merger and Sale of Assets", covenants to the following effect will apply to the Notes.

Activities of the Issuer; Use of Proceeds

        The Indenture provides that, so long as any Notes are outstanding, PRE Finance's activities will be limited to issuing and repurchasing debt instruments and lending the proceeds from the sale of debt instruments to PartnerRe U.S. Holdings, and any other activities necessary or incidental to these activities.

Limitations on Liens

        PRE Finance will not create, agree to create, incur, assume or suffer to exist any Lien upon or with respect to any of its property or assets. This restriction will not apply to prevent the creation, agreement to create, incurrence, assumption or existence of the following Liens:

    Liens in respect of banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository or other financial institution; provided, however, that (x) such deposit account is not a dedicated cash collateral account and is

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      not subject to restrictions against access by PRE Finance, and (y) such deposit account is not intended by PRE Finance to provide collateral to the depository institution;

    Liens for taxes, assessments or governmental charges or levies not yet due, or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP;

    judgment liens in respect of judgments that do not constitute an Event of Default (as defined in the Indenture); and

    any extension, renewal or replacement of any Lien referred to in the three bullet points above.

        As used herein, " Lien " means any mortgage, pledge, lien, security interest or other encumbrance.

Events of Default

        Reference is made to the section entitled "Description of the Debt Securities—Events of Default" in the accompanying prospectus, which provides a description of the events that constitute "Events of Default" with respect to the Notes. In addition, it will be considered an Event of Default with respect to the Notes if the guarantee ceases to be in full force and effect (except as contemplated by the terms of such guarantee and subject to the provisions set forth in "—Ranking"), or PartnerRe Ltd. or a person acting by or on behalf of PartnerRe Ltd. denies or disaffirms its obligations under the Indenture or the guarantee and such default continues for a period of 10 days after there has been given by the trustee or the holders of not less than 25% in principal amount of the Notes to PartnerRe Ltd. or PartnerRe Finance, as the case may be, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" under the Indenture.

        If an Event of Default with respect to the Notes occurs (other than an Event of Default resulting from certain events relating to the bankruptcy, insolvency or reorganization of PartnerRe) and is continuing, either the trustee or the holders of not less than 25% in principal amount of the Notes may declare the unpaid principal amount of the Notes, together with accrued interest thereon, to be due and payable immediately. An Event of Default resulting from certain events relating to the bankruptcy, insolvency or reorganization of PartnerRe will cause the principal amount of, and accrued interest on, the Notes to become immediately due and payable without any declaration or other act by the trustee or any holder of the Notes.

Modification and Waiver

        Reference is made to the section entitled "Description of the Debt Securities—Modification and Waiver" in the accompanying prospectus, which provides a description of the requirements for modifying or amending the Indenture. In addition, no modification or amendment may, without the consent of the holder of each outstanding Note affected thereby and without BMA Approval, change the stated maturity of the principal of, or any premium or installment of interest on, or any additional amounts with respect to, any of the Notes.

Delivery and Form

DTC

        The Notes will be issued in the form of one or more securities in registered global form. Each global security will be deposited on the date of the closing of the sale of the Notes with, or on behalf of DTC, and registered in the name of Cede & Co., as DTC's nominee. So long as DTC or its nominee is the registered owner or holder of the Notes, DTC or such nominee will be considered the sole owner or holder of the Notes represented by such global securities for all purposes under the Indenture and the Notes. No beneficial owner of an interest in the global securities will be able to

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transfer such interest except in accordance with DTC's procedures, as described below, in addition to those provided for under the Indenture with respect to the Notes.

        DTC has advised us that:

    (1)
    DTC is a limited purpose trust company organized under the laws of the State of New York;

    (2)
    DTC is a "banking organization" within the meaning of the New York Banking Law;

    (3)
    DTC is a member of the Federal Reserve System;

    (4)
    DTC is a "clearing corporation" within the meaning of the Uniform Commercial Code;

    (5)
    DTC is a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act;

    (6)
    DTC holds securities that its participants deposit with DTC and facilitates the clearance and settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates;

    (7)
    DTC's participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations;

    (8)
    DTC is owned by a number of its direct participants and by New York Stock Exchange and the Financial Industry Regulatory Authority, Inc.;

    (9)
    Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (referred to as the "indirect participants"). Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants. The ownership interest and transfer of ownership interest of each actual purchaser of each security held by or on behalf of DTC is recorded on the records of the participants and indirect participants; and

    (10)
    The rules applicable to DTC and its direct and indirect participants are on file with the SEC.

        We expect that under procedures established by DTC, (1) upon deposit of the global securities with DTC or its custodian, DTC will credit on its internal system the accounts of direct participants designated by the underwriters with portions of the principal amount of the global securities and (2) ownership of such interests in the global securities will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC or its nominee (with respect to the direct participants) or by the direct participants and the indirect participants (with respect to other owners of beneficial interests in the global securities).

        All interests in a global security may be subject to the procedures and requirements of DTC. The laws of some states require that some persons take physical delivery in certificated form of securities that they own. Consequently, the ability to transfer beneficial interests in a global security to those persons will be limited to that extent. Because DTC can act only on behalf of its participants, which in turn act on behalf of indirect participants and certain banks, the ability of owners of interests in the global securities to pledge their interests in a global security to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        Except as described below, owners of interests in the global securities will not have Notes registered in their name, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or holders of Notes for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee. Accordingly, each holder owning a

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beneficial interest in the global securities must rely on the procedures of DTC and, if that holder is not a direct or indirect participant, on the procedures of the participant through which that holder owns its interest, to exercise any rights of a holder of such Notes under the Indenture or the global securities.

        Payments on the global securities registered in the name of DTC or its nominee will be payable by the trustee to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the trustee will treat the persons in whose names the Notes, including the global securities, are registered, as the owners for the purpose of receiving those payments and for any and all other purposes.

        Consequently, neither the trustee nor any agent of the trustee has or will have any responsibility or liability for:

    any aspect of DTC's records or any participant's or indirect participant's records relating to, or payments made on account of beneficial ownership interests in, the global security or for maintaining, supervising or reviewing any of DTC's records or any participant's or indirect participant's records relating to the beneficial ownership interests in the global security, or

    any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.

        We expect that DTC or its nominee, upon receipt of any payment on securities such as the Notes, will credit the accounts of the relevant participants with the payment on the payment date, in amounts proportionate to their respective holdings in principal amounts of beneficial interests in the relevant security as shown on the records of DTC. We also expect that payments by the participants and the indirect participants to the beneficial owners of the Notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the Notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        A global security is exchangeable for Notes in registered certificated form if:

    DTC notifies us that it is unwilling or unable to continue as depositary or if we determine that DTC is unable to continue as depositary and we fail to appoint a successor depositary within 90 days;

    we determine that the Notes will no longer be represented by global securities and execute and deliver to the trustee instructions to such effect; or

    there has occurred and is continuing an Event of Default under the Indenture.

        Although DTC has agreed to the foregoing procedures in order to facilitate transfers of beneficial ownership interests in the global securities among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we, nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, or payments made on account of, beneficial ownership interests in global securities.

Clearstream and Euroclear

        Links have been established among DTC, Clearstream Banking, société anonyme, Luxembourg, which we refer to in this prospectus supplement as "Clearstream Banking SA" or "Clearstream", and Euroclear Bank, SA/ NV, which we refer to in this prospectus supplement as "Euroclear" (two

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international clearing systems that perform functions similar to those that DTC performs in the U.S.), to facilitate the initial issuance of book-entry securities and cross-market transfers of book-entry securities associated with secondary market trading.

        Clearstream has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its customers and facilitates the clearance and settlement of securities transactions between its customers through electronic book-entry changes in accounts of its customers, thereby eliminating the need for physical movement of certificates. Clearstream provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Section. Clearstream customers are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream customer either directly or indirectly.

        Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank SA/NV, which we refer to in this prospectus supplement as the "Euroclear Operator", under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation which we refer to in this prospectus supplement as the "Cooperative." All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers, and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

        The Euroclear Operator has advised us that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global basis. As a Belgian bank, it is regulated and examined by the Belgian Banking and Finance Commission.

        Although DTC, Clearstream Banking SA and Euroclear have agreed to the procedures provided below in order to facilitate transfers, they are under no obligation to perform such procedures, and the procedures may be modified or discontinued at any time.

        We have provided the descriptions of the operations and procedures of DTC, Clearstream and Euroclear in this prospectus supplement solely as a matter of convenience. These operations and procedures are solely within the control of those organizations and are subject to change by them from time to time. None of us, the underwriters or the trustee takes any responsibility for these operations or procedures, and you are urged to contact DTC, Clearstream and Euroclear or their participants directly to discuss these matters.

Clearance and Settlement Procedures

        Initial settlement for the Notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds. Secondary market trading between Clearstream customers

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and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear, as applicable, and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

        Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other hand, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by the U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving the Notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to their U.S. depositaries.

        Because of time-zone differences, credits of the Notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in the Notes settled during such processing will be reported to the relevant Clearstream customers or Euroclear participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of the Notes by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

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TAXATION

United States Federal Income Taxation

        Except as specifically addressed below, this section describes the material United States federal income tax consequences of owning the Notes we are offering. It applies to you only if you acquire Notes in the offering at the offering price and you hold your Notes as capital assets for tax purposes. This section addresses only United States federal income taxation and does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including foreign, state or local tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

    a dealer in securities,

    a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings,

    a bank,

    a life insurance company,

    a tax-exempt organization,

    a person that owns Notes that are a hedge or that are hedged against interest rate risks,

    a person that owns Notes as part of a straddle or conversion transaction for tax purposes,

    a person that purchases or sells Notes as part of a wash sale for tax purposes, or

    a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.

        If you purchase Notes at a price other than the offering price, the amortizable bond premium or market discount rules may also apply to you. You should consult your tax advisor regarding this possibility.

        This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect and proposed regulations under the Internal Revenue Code as of the date hereof. These laws are subject to change, possibly on a retroactive basis.

        If an entity or arrangement that is treated as a partnership for United States federal income tax purpose holds the Notes, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the Notes should consult its tax advisor with regard to the United States federal income tax treatment of an investment in the Notes.

Please consult your own tax advisor concerning the consequences of owning these notes in your particular circumstances under the Internal Revenue Code and the laws of any other taxing jurisdiction.

United States Holders

        This subsection describes the tax consequences to a United States holder. You are a United States holder if you are a beneficial owner of a Note and you are, for United States federal income tax purposes:

    a citizen or resident of the United States,

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    a domestic corporation,

    an estate whose income is subject to United States federal income tax regardless of its source, or

    a trust if a United States court can exercise primary supervision over the trust's administration and one or more United States persons are authorized to control all substantial decisions of the trust.

        If you are not a United States holder, this subsection does not apply to you and you should refer to "Non-United States Holders" below.

        Payments of Interest.     You will be taxed on interest on your Note as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for tax purposes.

        The Notes may be issued with a de minimis amount of original issue discount ("OID"). While a United States holder is generally not required to include de minimis OID in income prior to the sale or maturity of the Notes, United States holders that maintain certain types of financial statements and that are subject to the accrual method of tax accounting may be required to include de minimis OID on the Notes in income no later than the time upon which they include such amounts in income on their financial statements. United States holders that maintain financial statements should consult their tax advisors regarding the tax consequences to them of this requirement.

        Purchase, Sale and Retirement of the Notes.     Your tax basis in your Note generally will be its cost. You will generally recognize capital gain or loss on the sale or retirement of your Note equal to the difference between the amount you realize on the sale or retirement, excluding any amounts attributable to accrued but unpaid interest (which will be treated as interest payments), and your tax basis in your Note. Capital gain of a noncorporate United States holder is generally taxed at preferential rates where the property is held for more than one year.

Non-United States Holders

        This subsection describes the tax consequences to a Non-United States holder.

        You are a Non-United States holder if you are the beneficial owner of a Note and are, for United States federal income tax purposes:

    a nonresident alien individual,

    a foreign corporation, or

    an estate or trust that in either case is not subject to United States federal income tax on a net income basis on income or gain from a note.

        If you are a United States holder, this subsection does not apply to you.

        Under United States federal income and estate tax law, and subject to the discussions of FATCA withholding and backup withholding below, if you are a Non-United States holder of a Note:

    we and other U.S. payors generally would not be required to deduct United States withholding tax from payments of principal, premium, if any, and interest, including, to you if, in the case of payments of interest:

    1.
    you do not actually or constructively own 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote,

    2.
    you are not a controlled foreign corporation that is related to the Company through stock ownership, and

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    3.
    the U.S. payor does not have actual knowledge or reason to know that you are a United States person and:

    a.
    you have furnished to the U.S. payor an Internal Revenue Services ("IRS") Form W-8BEN or W-8BEN-E or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-United States person,

    b.
    in the case of payments made outside the United States to you at an offshore account (generally, an account maintained by you at a bank or other financial institution at any location outside the United States), you have furnished to the U.S. payor documentation that establishes your identity and your status as the beneficial owner of the payment for United States federal income tax purposes and as a non-United States person,

    c.
    the U.S. payor has received a withholding certificate (furnished on an appropriate IRS Form W-8 or an acceptable substitute form) from a person claiming to be:

    i.
    a withholding foreign partnership (generally a foreign partnership that has entered into an agreement with the IRS to assume primary withholding responsibility with respect to distributions and guaranteed payments it makes to its partners),

    ii.
    a qualified intermediary (generally a non-United States financial institution or clearing organization or a non-United States branch or office of a United States financial institution or clearing organization that is a party to a withholding agreement with the IRS), or

    iii.
    a U.S. branch of a non-United States bank or of a non-United States insurance company,

    and the withholding foreign partnership, qualified intermediary or U.S. branch has received documentation upon which it may rely to treat the payment as made to a non-United States person that is, for United States federal income tax purposes, the beneficial owner of the payment on the notes in accordance with U.S. Treasury regulations (or, in the case of a qualified intermediary, in accordance with its agreement with the IRS),

    d.
    the U.S. payor receives a statement from a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business,

    i.
    certifying to the U.S. payor under penalties of perjury that an IRS Form W-8BEN or W-8BEN-E or an acceptable substitute form has been received from you by it or by a similar financial institution between it and you, and

    ii.
    to which is attached a copy of the IRS Form W-8BEN or W-8BEN-E or acceptable substitute form, or

    e.
    the U.S. payor otherwise possesses documentation upon which it may rely to treat the payment as made to a non-United States person that is, for United States federal income tax purposes, the beneficial owner of the payments on the notes in accordance with U.S. Treasury regulations; and

    no deduction for any United States federal withholding tax would be made from any amount that you realize (including both gain and amounts attributable to accrued but unpaid interest) on the sale or exchange of your Note.

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        Further, a Note held by an individual who at death is not a citizen or resident of the United States would not be includible in the individual's gross estate for United States federal estate tax purposes if:

    the decedent did not actually or constructively own 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote at the time of death and

    the income on the note would not have been effectively connected with a United States trade or business of the decedent at the same time.

FATCA Withholding

        Pursuant to sections 1471 through 1474 of the Code, commonly known as the Foreign Account Tax Compliance Act ("FATCA"), a 30% withholding tax ("FATCA withholding") may be imposed on certain payments to you or to certain foreign financial institutions, investment funds and other non-US persons receiving payments on your behalf if you or such persons fail to comply with certain information reporting requirements. Payments of interest that you receive in respect of the Notes could be affected by this withholding if you are subject to the FATCA information reporting requirements and fail to comply with them or if you hold Notes through a non-US person (e.g., a foreign bank or broker) that fails to comply with these requirements (even if payments to you would not otherwise have been subject to FATCA withholding). You should consult your own tax advisors regarding the relevant U.S. law and other official guidance on FATCA withholding.

Backup Withholding and Information Reporting

        In general, if you are a noncorporate United States holder, we and other payors are required to report to the IRS all payments of principal, any premium and interest on your Note. In addition, we and other payors are required to report to the IRS any payment of proceeds of the sale of your Note before maturity within the United States. Additionally, backup withholding would apply to any payments if you fail to provide an accurate taxpayer identification number, or (in the case of interest payments) you are notified by the IRS that you have failed to report all interest and dividends required to be shown on your federal income tax returns.

        In general, if you are a Non-United States holder, we and other payors are required to report payments of interest on your Notes on IRS Form 1042-S. Payments of principal, premium or interest, made by us and other payors to you would otherwise not be subject to information reporting and backup withholding, provided that the certification requirements described above under "—Non-United States Holders" are satisfied or you otherwise establish an exemption. In addition, payment of the proceeds from the sale of Notes effected at a United States office of a broker will not be subject to backup withholding and information reporting if (i) the payor or broker does not have actual knowledge or reason to know that you are a United States person and (ii) you have furnished to the payor or broker an appropriate IRS Form W-8, an acceptable substitute form or other documentation upon which it may rely to treat the payment as made to a non-United States person.

        In general, payment of the proceeds from the sale of Notes effected at a foreign office of a broker will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker could be subject to information reporting in the same manner as a sale within the United States (and in certain cases may be subject to backup withholding as well) if (i) the broker has certain connections to the United States, (ii) the proceeds or confirmation are sent to the United States or (iii) the sale has certain other specified connections with the United States.

        You generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed your income tax liability by filing a refund claim with the IRS.

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Bermuda Tax Considerations

        At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or applicable to PartnerRe Ltd.'s operations, shares, debentures or other obligations. PartnerRe Ltd. has obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to PartnerRe Ltd. or to any of its operations or to its shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by PartnerRe Ltd. in respect of real property owned or leased by it in Bermuda.

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UNDERWRITING

        Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC and HSBC Securities (USA) Inc. are acting as the representatives. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus supplement, each underwriter named below has severally agreed to purchase, and the issuer has agreed to sell to that underwriter, the principal amount of Notes set forth opposite the underwriter's name.

Underwriter
  Principal Amount
of Notes
 

Citigroup Global Markets Inc. 

  $    

Credit Agricole Securities (USA) Inc. 

       

Goldman Sachs & Co. LLC

       

HSBC Securities (USA) Inc. 

       

Total

  $    

        The underwriting agreement provides that the obligations of the underwriters to purchase the Notes included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the Notes if they purchase any of the Notes.

        The underwriters propose to offer the Notes directly to the public at the public offering price set forth on the cover page of this prospectus supplement and may offer the Notes to dealers at the public offering price less a concession not to exceed        % of the principal amount of the Notes. The underwriters may allow, and dealers may reallow, a concession not to exceed        % of the principal amount of the Notes on sales to other dealers. After the initial offering of the Notes to the public, the representatives may change the public offering price and concessions. The offering of the Notes by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

        The following table shows the underwriting discount that PartnerRe is to pay to the underwriters in connection with this offering (expressed as a percentage of the principal amount of the Notes).

 
  Paid by the Issuer  

Per Note

      %

        PartnerRe has agreed with the underwriters not to dispose of or hedge any debt securities of PartnerRe on or prior to the completion of this offering without the prior written consent of the representatives.

        In connection with the offering, the underwriters may purchase and sell Notes in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions and stabilizing purchases.

    Short sales involve secondary market sales by the underwriters of a greater number of Notes than they are required to purchase in the offering.

    Covering transactions involve purchases of Notes in the open market after the distribution has been completed in order to cover short positions.

    Stabilizing transactions involve bids to purchase Notes so long as the stabilizing bids do not exceed a specified maximum.

        Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Notes. They may also cause the price of the Notes to be higher than the price that

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would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

        Certain of the underwriters have performed commercial banking, investment banking and financial advisory services for PartnerRe and/or its affiliates from time to time for which they have received customary fees and reimbursement of expenses. The underwriters may, from time to time, engage in transactions with and perform services for us and our affiliates in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses.

        In the ordinary course of their various business activities, the underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of customers, and such investment and securities activities may involve securities and/or instruments of PartnerRe or its affiliates. If the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, the underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates including potentially the Notes. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes. The underwriters and certain of their affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

        We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

        We expect that delivery of the Notes will be made against payment therefor on or about                        , 2019, which will be the fifth business day (T+5) following the date of this prospectus supplement. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days (T+2), unless the parties to any such trade expressly agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the Notes will not be made on a T+2 basis, investors who wish to trade the Notes before a final settlement may be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

Notice to Prospective Investors in the European Economic Area

        Each underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes to any retail investor in the EEA.

        For the purposes of this provision:

        (a)   the expression "retail investor" means a person who is one (or more) of the following:

      (i)
      a retail client as defined in point (11) of Article 4(1) of MiFID II; or

      (ii)
      a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

      (iii)
      not a qualified investor as defined in the Prospectus Directive; and

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        (b)   the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

Notice to Prospective Investors in the United Kingdom

        The communication of this prospectus supplement and the accompanying prospectus and any other document or materials relating to the issue of Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended, the "FSMA"). Accordingly, this prospectus supplement, the accompanying prospectus and such other documents and/or materials relating to the issue of the Notes offered hereby are only being distributed to, and are only directed at, persons in the United Kingdom who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a "relevant person"). In the United Kingdom, this prospectus supplement and any Notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person in the United Kingdom who is not a relevant person should not act or rely on this prospectus supplement nor the accompanying prospectus or any of their contents.

        Each underwriter has represented and agreed that:

            (a)   it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the guarantor and does not apply to the issuer; and

            (b)   it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Switzerland

        This prospectus supplement and the accompanying prospectus are not intended to constitute an offer or solicitation to purchase or invest in the Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither this prospectus supplement nor the accompanying prospectus nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations, and neither this prospectus supplement nor the accompanying prospectus nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland. Neither this prospectus supplement nor the accompanying prospectus nor any other offering or marketing material relating to the offering, the Notes or us have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus supplement and the accompanying prospectus will not be filed with, and the offer of the Notes will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of the Notes has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the Notes.

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Notice to Prospective Investors in Canada

        The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

        Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement and the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

        Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in People's Republic of China

        The underwriters will be required to represent and agree that the Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the People's Republic of China, or the "PRC" (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by all relevant laws and regulations of the PRC.

        This prospectus supplement and the accompanying prospectus (i) have not been filed with or approved by the PRC authorities and (ii) do not constitute an offer to sell, or the solicitation of an offer to buy, any Notes in the PRC to any person to whom it is unlawful to make the offer of solicitation in the PRC.

        The Notes may not be offered, sold or delivered, or offered, sold or delivered to any person for reoffering or resale or redelivery, in any such case directly or indirectly (i) by means of any advertisement, invitation, document or activity which is directed at, or the contents of which are likely to be accessed or read by, the public in the PRC, or (ii) to any person within the PRC, other than in full compliance with the relevant laws and regulations of the PRC.

        Investors in the PRC are responsible for obtaining all relevant government regulatory approvals/licenses, verification and/or registrations themselves, including, but not limited to, those which may be required by the China Securities Regulatory Commission, the State Administration of Foreign Exchange and/or the China Banking Regulatory Commission, and complying with all relevant PRC laws and regulations, including, but not limited to, all relevant foreign exchange regulations and/or securities investment regulations.

Notice to Prospective Investors in Hong Kong

        No underwriter nor any of their affiliates (i) have offered or sold, or will offer or sell, in Hong Kong, by means of any document, our notes other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance or (ii) have issued or had in its possession for the purposes of issue, or will issue or have in its possession for the purposes of issue, whether in Hong Kong or

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elsewhere, any advertisement, invitation or document relating to the notes that is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to our securities that are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Notice to Prospective Investors in Japan

        The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the "FIEA") and the underwriters will not offer or sell any of the notes directly or indirectly in Japan or to, or for the benefit of, any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, FIEA and any other applicable laws and regulations of Japan. For purposes of this paragraph, "Japanese person" means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Republic of Korea

        The bonds have not been and will not be registered under the Financial Investment Services and Capital Markets Act and the decrees and regulations thereunder (the "FSCMA") and the bonds have been and will be offered in Korea as a private placement under the FSCMA. None of the bonds may be offered, sold and delivered, directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except as otherwise permitted under the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the "FETL"). Furthermore, the purchaser of the bonds shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the bonds.

Notice to Prospective Investors in Singapore

        This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the notes are subscribed or purchased under Section 275 by a relevant person which is: (i) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the Trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant

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person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

        Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Notice to Prospective Investors in Taiwan

        The notes have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the notes in Taiwan.

Notice to Prospective Investors in United Arab Emirates

        This prospectus supplement and the accompanying base prospectus have not been reviewed, approved or licensed by the Central Bank of the United Arab Emirates (the "UAE"), the Emirates Securities and Commodities Authority (the "SCA") or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the UAE including, without limitation, the Dubai Financial Services Authority (the "DFSA"), a regulatory authority of the Dubai International Financial Centre (the "DIFC").

        This prospectus supplement and the accompanying base prospectus are not intended to, and do not, constitute an offer, sale or delivery of shares or other securities under the laws of the UAE. Each underwriter has represented and agreed that the bonds have not been and will not be registered with the SCA or the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market or any other UAE regulatory authority or exchange. The issue and/or sale of the bonds has not been approved or licensed by the SCA, the UAE Central Bank or any other relevant licensing authority in the UAE, and does not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 1 of 2015 (as amended) or otherwise, does not constitute an offer in the UAE in accordance with the Board Decision No. 37 of 2012 Concerning the Regulation of Investment Funds (whether by a Foreign Fund, as defined therein, or otherwise), and further does not constitute the brokerage of securities in the UAE in accordance with the Board Decision No. 27 of 2014 Concerning Brokerage in Securities.

Notice to Prospective Investors in Australia

        No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC"), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

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        Any offer in Australia of the Notes may only be made to persons (the "Exempt Investors") who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Notes without disclosure to investors under Chapter 6D of the Corporations Act.

        The Notes applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Notes must observe such Australian on-sale restrictions.

        This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

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EXPENSES OF THE OFFERING

        The estimated expenses of this offering, other than underwriting discount, are as follows. All the amounts shown are estimates except for the Registration Statement filing fee.

Registration Statement filing fee*

  $ 169,680  

Trustees' fees and expenses

       

Legal fees and expenses

       

Accounting fees and expenses

       

Printing costs

       

Miscellaneous

       

Total

  $    

*
Previously paid in connection with the filing of the Registration Statement in respect of a maximum aggregate offering price of $1,400,000,000 of securities of PartnerRe Ltd., PRE Finance and PartnerRe Finance C LLC.

VALIDITY OF THE NOTES

        Certain legal matters with respect to United States, New York and Delaware law with respect to the validity of the offered securities will be passed upon for us by Sullivan & Cromwell LLP, New York, New York. Certain legal matters with respect to Bermuda law will be passed upon for us by Conyers Dill & Pearman Limited, Hamilton, Bermuda. Certain legal matters will be passed upon for the underwriters by Willkie Farr & Gallagher LLP, New York, New York.

EXPERTS

        The consolidated financial statements of PartnerRe appearing in PartnerRe's Annual Report on Form 20-F for the year ended December 31, 2018 (including schedules appearing therein) have been audited by Ernst & Young Ltd., independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form F-3 under the Securities Act relating to our debt securities. This prospectus supplement and the accompanying prospectus are a part of the registration statement, but the registration statement also contains additional information and exhibits.

        PartnerRe is subject to the informational requirements of the Exchange Act as a foreign private issuer. Accordingly, PartnerRe files annual reports and other reports with the SEC.

        The SEC allows us to "incorporate by reference" the information set forth in certain documents we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus. Any statement contained in a document which is incorporated by reference in this prospectus supplement and the accompanying prospectus is automatically updated and superseded if information contained in this prospectus supplement and the accompanying prospectus, or information that we later file with the SEC, modifies or replaces this information. All documents subsequently filed by PartnerRe pursuant to Sections 13(a), 13(c) or 15(d) of the Exchange Act prior to the termination of this offering shall be deemed to be incorporated by

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reference into this prospectus supplement and the accompanying prospectus. In addition, we incorporate by reference the following documents filed prior to the date of this prospectus supplement:

        You may request free copies of these filings by writing or telephoning us at the following address:

90 Pitts Bay Road
Pembroke HM 08
Bermuda
Attention: Legal and Compliance
Telephone: (441) 292-0888
Fax: (441) 292-3060

        Our filings with the SEC are also available from the SEC's Web Site at http://www.sec.gov. PartnerRe's 5.875% Series F Non-Cumulative Preferred Shares, 6.50% Series G Cumulative Preferred Shares, 7.25% Series H Cumulative Preferred Shares and 5.875% Series I Non-Cumulative Preferred Shares are listed on the New York Stock Exchange and PartnerRe's reports can also be inspected at their offices at 20 Broad Street, 17th Floor, New York, New York 10005. For information on obtaining copies of PartnerRe's public filings at the New York Stock Exchange, please call (212) 656-5060.

        We maintain a website at www.partnerre.com . We make available, free of charge through our website, our financial information, including the information contained in our Annual Reports on Form 20-F , Current Reports on Form 6-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. The information on our website is not incorporated by reference in this prospectus supplement or the accompanying prospectus.

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PROSPECTUS

LOGO

$1,400,000,000

PartnerRe Ltd.

Preferred Shares
Debt Securities

PartnerRe Finance B LLC
PartnerRe Finance C LLC

Debt Securities
Fully and Unconditionally Guaranteed by
PartnerRe Ltd.

        PartnerRe Ltd. may offer and sell from time to time preferred shares and senior or subordinated debt securities. PartnerRe Finance B LLC and PartnerRe Finance C LLC may offer and sell from time to time senior or subordinated debt securities which will be fully and unconditionally guaranteed by PartnerRe Ltd. PartnerRe Ltd., PartnerRe Finance B LLC and PartnerRe Finance C LLC may sell any combination of the securities in one or more offerings up to an aggregate maximum offering price of $1,400,000,000. The specific terms of these securities will be provided in supplements to this prospectus.

        PartnerRe Ltd., PartnerRe Finance B LLC and PartnerRe Finance C LLC may sell these securities to or through underwriters and also to other purchasers or through agents. The names of any underwriters or agents will be stated in an accompanying prospectus supplement.

        You should read this prospectus and any supplement to this prospectus carefully before you invest. This prospectus may not be used to confirm sales of any securities unless it is attached to a prospectus supplement.

        There is no public trading market for the securities that may be offered hereby.

         INVESTING IN THESE SECURITIES INVOLVES CERTAIN RISKS. SEE " RISK FACTORS " ON PAGE 5 AND ANY RISK FACTORS INCLUDED IN, OR INCORPORATED BY REFERENCE INTO, AN ACCOMPANYING PROSPECTUS SUPPLEMENT.

         NONE OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, THE BERMUDA MONETARY AUTHORITY OR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        Except as expressly provided in an underwriting agreement, no securities may be offered or sold in Bermuda and offers may only be accepted from persons resident in Bermuda, for Bermuda exchange control purposes, where such offers have been delivered outside of Bermuda. Persons resident in Bermuda, for Bermuda exchange control purposes, may require the prior approval of the Bermuda Monetary Authority in order to acquire any securities offered hereby.

   

The date of this prospectus is June 6, 2019.



TABLE OF CONTENTS

 
  Page  

ABOUT THIS PROSPECTUS

    1  

THE ISSUERS

   
2
 

FORWARD-LOOKING STATEMENTS

   
3
 

RISK FACTORS

   
5
 

USE OF PROCEEDS

   
6
 

DESCRIPTION OF PREFERRED SHARES

   
7
 

DESCRIPTION OF DEBT SECURITIES

   
8
 

DESCRIPTION OF DEBT SECURITIES GUARANTEES

   
24
 

PLAN OF DISTRIBUTION

   
26
 

WHERE YOU CAN FIND MORE INFORMATION

   
27
 

ENFORCEMENT OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS

   
28
 

EXPENSES

   
29
 

VALIDITY OF SECURITIES

   
30
 

EXPERTS

   
30
 

         None of us, PartnerRe Finance B LLC and PartnerRe Finance C LLC have authorized anyone to provide any information or to make any representations other than as contained or incorporated by reference in this prospectus or in any accompanying supplement to this prospectus. None of us, PartnerRe Finance B LLC and PartnerRe Finance C LLC take any responsibility for, nor can any such persons provide any assurance as to the reliability of, any other information that others may give you. This prospectus and any accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information contained or incorporated by reference in this prospectus and any supplement to this prospectus is accurate as of the dates of the applicable documents. Our business, financial condition, results of operations and prospects may have changed since the applicable dates. When this prospectus or a supplement are delivered or sale pursuant to this prospectus or a supplement is made, we are not implying that the information is current as of the date of the delivery or sale. You should not consider any information in this prospectus or in the documents incorporated by reference herein to be investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our securities.

i



ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that we and the PRE Finance Subsidiaries (defined below) have filed with the Securities and Exchange Commission (the "SEC") using a "shelf" registration process, relating to the preferred shares, debt securities and guarantees described in this prospectus. This means:

    we and the PRE Finance Subsidiaries may issue any combination of securities covered by this prospectus from time to time, up to an aggregate offering price of $1,400,000,000;

    a prospectus supplement will be provided each time securities are offered pursuant to this prospectus; and

    the prospectus supplement will provide specific information about the terms of that offering and also may add, update or change information contained in this prospectus.

        This prospectus provides you with a general description of the securities that we and the PRE Finance Subsidiaries may offer. This prospectus does not contain all of the information set forth in the registration statement as permitted by the rules and regulations of the SEC. For additional information regarding us, the PRE Finance Subsidiaries, and the offered securities, please refer to the registration statement. Each time we or any PRE Finance Subsidiary sells securities, a prospectus supplement will be provided that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. To the extent the information in any prospectus supplement or the information incorporated by reference in any prospectus supplement is inconsistent with the information contained in this prospectus, the information in such prospectus supplement or the information incorporated by reference in such prospectus supplement shall govern. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "Where You Can Find More Information."

        References in this prospectus to "PartnerRe," "we," "us," "our" or the "Company," refer to PartnerRe Ltd. and, unless the context otherwise requires or unless otherwise stated, PartnerRe Ltd.'s subsidiaries. References in this prospectus to the "PRE Finance Subsidiary" refers to either PartnerRe Finance B LLC or PartnerRe Finance C LLC (collectively, the "PRE Finance Subsidiaries"), each an indirect wholly owned subsidiary of PartnerRe Ltd. References in this prospectus to "PartnerRe Ltd." or the "guarantor" refer to PartnerRe Ltd. (excluding its subsidiaries). References to "issuer" refer to any of PartnerRe Ltd., PartnerRe Finance B LLC or PartnerRe Finance C LLC, as the case may be. In this prospectus, references to "dollar" and "$" are to United States currency, and the terms "United States" and "U.S." mean the United States of America, its states, its territories, its possessions and all areas subject to its jurisdiction.

1



THE ISSUERS

PartnerRe Ltd.

        PartnerRe Ltd., an exempted company limited by shares incorporated under the laws of Bermuda on August 17, 1993 with limited liability, is the holding company for our international reinsurance group (PartnerRe group). The Company predominantly provides reinsurance through its principal wholly owned subsidiaries, including Partner Reinsurance Company Ltd. (PartnerRe Bermuda), Partner Reinsurance Europe SE (PartnerRe Europe), Partner Reinsurance Company of the U.S. (PartnerRe U.S.) and Partner Reinsurance Asia Pte. Ltd. (PartnerRe Asia). The Company provides reinsurance for its clients globally and its primary offices are located in Hamilton (Bermuda), Dublin, Stamford (Connecticut, U.S.), Toronto, Paris, Singapore and Zurich.

        The Company provides reinsurance of risks to ceding companies (cedants or reinsureds). Risks reinsured include, but are not limited to, agriculture, aviation/space, casualty, catastrophe, energy, engineering, financial risks, marine, motor, multiline and property as well as mortality, longevity, and accident and health and alternative risk products.

        The Company's principal office is located at 90 Pitts Bay Road, Pembroke, Bermuda (telephone number: +1 441-292-0888). The Company maintains an internet site at www.partnerre.com that contains the Company's Annual Reports on Form 20-F filed with the SEC and Current Reports on Form 6-K furnished with the SEC. These Reports are also available on the internet site maintained by the SEC at www.sec.gov.


PartnerRe Finance B LLC and PartnerRe Finance C LLC

        PartnerRe Finance B LLC and PartnerRe Finance C LLC were formed on March 10, 2009, and March 30, 2009, respectively. Each is a Delaware limited liability company, an indirectly wholly owned subsidiary of PartnerRe, and a wholly owned direct subsidiary of PartnerRe U.S. Corporation ("PartnerRe U.S. Holdings"), that was created solely for purposes of issuing, from time to time, debt securities. The principal executive offices of each of the PRE Finance Subsidiaries is c/o PartnerRe U.S. Corporation, 200 First Stamford Place, Stamford, Connecticut 06902 (telephone number: +1 203-485-4200).

2



FORWARD-LOOKING STATEMENTS

        This prospectus, including the information incorporated by reference herein, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to in this prospectus as the "Securities Act", and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to in this prospectus as the "Exchange Act" and which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of our management. Generally, forward-looking statements include information concerning possible or assumed future actions, events or our results of operations. Forward-looking statements are subject to significant business, economic and competitive risks and uncertainties that could cause actual results to differ, potentially materially, from those reflected in such forward-looking statements, including, without limitation, the information included in or incorporated by reference into this prospectus regarding projections; efficiencies/cost avoidance; cost savings; income and margins; earnings; growth; economies of scale; the economy; future economic performance; deployment of capital; future acquisitions and dispositions; litigation; potential and contingent liabilities; management's plans; business portfolios; and taxes.

        Forward-looking statements may be preceded by, followed by or include the words "may," "might," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "projects," "potential," or "continue," the negative of these terms and other comparable terminology.

        Forward-looking statements are not guarantees of performance. You should understand that the important factors set forth below, in addition to those risk factors disclosed in our current and periodic reports filed with the SEC could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements.

        First, our ability to generate an appropriate return on our operations over a reinsurance cycle is dependent on our individual performance, but also on industry factors that impact the level of competition and the price of risk. The level of competition is determined by supply of and demand for capacity. Demand is determined by client buying behavior, which varies based on the client's perception of the amount and volatility of risk, its financial capacity to bear it and the cost of risk transfer. Supply is determined by the existing reinsurance companies' level of financial strength and the introduction of capacity from new start-ups or capital markets. Supply and demand for capacity is also impacted by consolidation of competitors, customers and insurance and reinsurance brokers. Significant new capacity or significant reduction in demand will depress industry profitability until the supply/demand balance is redressed. Extended periods of imbalance could depress industry profitability.

        Second, we knowingly expose ourselves to significant volatility in our quarterly and annual net income. We create shareholder value by assuming risk from the insurance and capital markets. This exposes us to volatile earnings as untoward events happen to our clients and in the capital markets. Examples of potential large loss events include, without limitation:

    Natural catastrophes such as windstorms, hurricanes, tsunamis, earthquakes, floods, hailstorms, tornadoes, severe winter weather, fires, drought, etc.;

    Man-made disasters such as terrorism;

    Declines in the equity and credit markets;

    Systemic increases in the frequency or severity of casualty losses; and

    New mass tort actions or reemergence of old mass torts such as cases related to asbestosis and environmental contamination.

        We manage large loss events through evaluation processes, which are designed to enable proper pricing of these risks over time, but which do little to moderate short-term earnings volatility. The only

3


effective tools to dampen earnings volatility are through diversification by building a portfolio of uncorrelated risks and through the purchase of retrocessional coverage to optimize a portfolio. We do not use significant capital market hedges or trading strategies in the pursuit of stability in earnings.

        Third, we expose ourselves to several very significant risks that are of a size that can impact our financial strength or regulatory capital. We believe that the following can be categorized as very significant risks:

    Natural catastrophe and climate change risk, including the risk of increases in the frequency and severity of natural catastrophes and the losses that result from them;

    Long tail reinsurance risk;

    Market risk;

    Interest rate risk;

    Default and credit spread risk;

    Equity and real estate valuation risk;

    Concentration risk, including our reliance on a small number of reinsurance brokers and other distribution services for a significant portion of our revenue;

    Currency risk, including foreign currency exchange rate fluctuations;

    Counterparty risk;

    Trade credit underwriting risk;

    Operational risk, including our ability to successfully implement our business strategies and initiatives, including strategic investments and mergers and acquisitions;

    Longevity risk;

    Pandemic risk;

    Cybersecurity risk, including technology breaches or failure;

    Agriculture risk; and

    Political, regulatory and taxation risk, including the effect of Organization for Economic Co-operation and Development or European Union measures to increase our taxes and reporting requirements.

        These risks can accumulate, individually or in the aggregate, to the point that they exceed a year's worth of earnings and potentially adversely affect the capital base of the Company. We rely on our internal risk management processes, models and systems to manage these risks at the nominal exposure levels approved by the Company's board of directors. However, because these models and processes may fail, we also impose limits on our exposure to these risks.

        We caution the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this document. We do not undertake any duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this document or to reflect actual outcomes.

        Additional factors that may affect future results and conditions are described in our filings with the SEC, including our Annual Report on Form 20-F for the year ended December 31, 2018.

4



RISK FACTORS

        An investment in our securities involves certain risks. Before you invest in any of the securities offered hereby, you should carefully consider the risks involved. Accordingly, you should carefully consider:

    the information contained or incorporated by reference into this prospectus, including the "Risk Factors" set forth in our Annual Report on Form 20-F for the year ended December 31, 2018 ;

    the information, including risk factors, in any of our subsequent current and annual reports and other documents we file with the SEC after the date of this prospectus that are incorporated by reference herein; and

    the information, including risk factors, contained in or incorporated by reference into any prospectus supplement relating to specific offerings of securities.

        Our business, results of operations or financial condition could be adversely affected by any of these risks or by additional risks and uncertainties not currently known to us or that we currently consider immaterial.

5



USE OF PROCEEDS

        Unless the applicable prospectus supplement states otherwise, the net proceeds from the sale of securities offered by PartnerRe Ltd. or the PRE Finance Subsidiaries will be used for working capital, capital expenditures, acquisitions or other general corporate purposes of PartnerRe.

6



DESCRIPTION OF PREFERRED SHARES

        From time to time, pursuant to the authority granted by our Bye-Laws, our board of directors may create and issue one or more series of preferred shares. The particular rights and preferences of the preferred shares offered by any prospectus supplement and the extent, if any, to which the general provisions described below may apply to the offered preferred shares, will be described in the prospectus supplement.

        A prospectus supplement will specify the terms of a particular class or series of preferred shares as follows:

    the number of shares to be issued and sold and any distinctive designation;

    the dividend rights of the preferred shares, whether dividends will be cumulative and, if so, from which date or dates and the relative rights or priority, if any, of payment of dividends on preferred shares and any limitations, restrictions or conditions on the payment of such dividends;

    the voting powers, if any, of the preferred shares, equal to or greater than one vote per share, which may include the right to vote, as a class or with other classes of shares, to elect one or more of our directors;

    the terms and conditions (including the price or prices, which may vary under different conditions and at different redemption dates), if any, upon which all or any part of the preferred shares may be redeemed, at whose option such a redemption may occur, and any material limitations, restrictions or conditions on such redemption;

    the terms, if any, upon which the preferred shares will be convertible into or exchangeable for our shares of any other class, classes or series;

    the relative amounts, and the relative rights or priority, if any, of payment in respect of preferred shares, which the holders of the preferred shares will be entitled to receive upon our liquidation, dissolution or winding up;

    the terms, if any, of any purchase, redemption, retirement or sinking fund to be provided for the preferred shares;

    the restrictions, limitations and conditions, if any, upon the issuance of our indebtedness so long as any preferred shares are outstanding; and

    any other relative rights, preferences, limitations and powers not inconsistent with applicable law, our Memorandum of Association or our Bye-Laws.

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DESCRIPTION OF DEBT SECURITIES

        We and each of the PRE Finance Subsidiaries may offer debt securities. The following description of debt securities sets forth the material terms and provisions of the debt securities to which any prospectus supplement may relate.

        Our senior debt securities will be issued under a senior indenture to be entered into between us and The Bank of New York Mellon, as trustee. Our subordinated debt securities will be issued under a subordinated indenture to be entered into between us and The Bank of New York Mellon, as trustee. The senior debt securities of PartnerRe Finance B LLC will be issued under an indenture dated as of March 15, 2010, among PartnerRe Finance B LLC, PartnerRe Ltd., as guarantor, and The Bank of New York Mellon, as trustee. The senior debt securities of PartnerRe Finance C LLC will be issued under a senior indenture to be entered into between the PartnerRe Finance C LLC, PartnerRe Ltd., as guarantor, and The Bank of New York Mellon, as trustee. Each PRE Finance Subsidiary's subordinated debt securities will be issued under a subordinated indenture to be entered into between the relevant PRE Finance Subsidiary, PartnerRe Ltd., as guarantor, and The Bank of New York Mellon, as trustee. Each of these indentures is an exhibit to the registration statement of which this prospectus forms a part.

        In this prospectus, we refer to the senior indentures and subordinated indentures collectively as the "indentures" and each individually as an "indenture." The particular terms of the debt securities offered by any prospectus supplement, and the extent to which the general provisions described below may apply to the offered debt securities, will be described in the prospectus supplement.

        The following description of the material terms and provisions of the indentures and the related debt securities is only a summary. You should read the indentures and the debt securities for complete information regarding the terms and provisions of an indenture, including the definitions of some of the terms used below, and the debt securities. Wherever we refer to particular articles, sections or defined terms of an indenture, those articles, sections or defined terms are incorporated herein by reference, and the statement in connection with which such reference is made is qualified in its entirety by such reference. Whenever we refer to particular articles, sections or defined terms of an indenture, without specific reference to an indenture, those articles, sections or defined terms are contained in the indentures. The indentures are subject to and governed by the Trust Indenture Act of 1939 (the "Trust Indenture Act").

        Each PRE Finance Subsidiary's senior indenture and each respective entity's subordinated indenture are substantially identical to one another, except for certain covenants relating to subordination contained in such PRE Finance Subsidiary's subordinated indenture.

General

        The indentures do not limit the aggregate principal amount of the debt securities which we or any PRE Finance Subsidiary may issue. The indentures provide that we or any PRE Finance Subsidiary, as applicable, may issue the debt securities from time to time in one or more series. (Section 3.01) While the indentures do not limit the amount of other indebtedness or the debt securities which we, or our subsidiaries may issue, the supplemental indentures related to offerings by finance subsidiaries of PartnerRe Ltd. of currently outstanding debt securities have imposed restrictions on the activities of the issuer, including its ability to issue other types of debt securities.

        Unless otherwise provided in the related prospectus supplement, senior debt securities will be unsecured obligations of the respective issuer and will rank equally with all of such issuer's other unsecured and unsubordinated indebtedness. The subordinated debt securities will be unsecured obligations of the respective issuer, subordinated in right of payment to the prior payment in full of all senior indebtedness of such issuer as described below under "—Subordination of the Subordinated

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Debt Securities Issued by PartnerRe Ltd.," "—Subordination of the Subordinated Debt Securities Issued by the PRE Finance Subsidiaries" and in the applicable prospectus supplement.

        The prospectus supplement relating to the particular debt securities being offered will include specific terms relating to the offering. The terms will include, among other terms, some or all of the following, as applicable:

    the title and series of such debt securities;

    the aggregate principal amount of such debt securities and any limit upon such principal amount;

    the date or dates on which the principal of such debt securities will be payable;

    the rate or rates at which such debt securities will bear interest, if any;

    the date or dates from which such interest, if any, will accrue or the method by which such date or dates will be determined;

    the date or dates on which interest, if any, on such debt securities will be payable and any regular record dates applicable to the date or dates on which interest will be so payable;

    any right to extend or defer the interest payment period and the duration of the extension;

    the portion of the principal amount of the debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount;

    the place or places where the principal of, any premium or interest on or any additional amounts with respect to such debt securities will be payable;

    any optional or mandatory redemption terms or prepayment, conversion, sinking fund or remarketing provisions;

    if other than denominations of $2,000 or multiples of $1,000, the denominations in which any debt securities to be issued in registered form (as defined below) will be issuable;

    if other than a denomination of $5,000, the denominations in which any debt securities to be issued in bearer form (as defined below) will be issuable;

    any convertibility or exchangeability provisions;

    any index, formula or other method used to determine the amount of payments of principal of, or any premium or interest with respect to such debt securities;

    whether such debt securities will be issued in the form of one or more temporary or permanent global securities and, if so, the identity of the depositary for such global security or securities;

    whether such debt securities are senior debt securities or subordinated debt securities and, if subordinated debt securities, the specific subordination provisions applicable thereto;

    in the case of debt securities issued by either PRE Finance Subsidiary, the agreement relating to our guarantee of such debt securities;

    United States federal income tax considerations, if any;

    the currency or currencies, if other than the U.S. dollar, in which payments of the principal of and interest on the debt securities will be payable;

    any deletions from, modifications of or additions to the Events of Default or covenants of the issuer with respect to such debt securities;

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    in the case of subordinated debt securities, any modifications, including additions to or exclusions from, the definition of Senior Indebtedness (defined under "—Subordination of the Subordinated Debt Securities Issued by PartnerRe Ltd." and "—Subordination of the Subordinated Debt Securities Issued by the PRE Finance Subsidiaries"); and

    any other terms of such debt securities and any other deletions from or modifications or additions to the applicable indenture in respect of such debt securities. (Section 3.01)

        The issuer will have the ability under the indentures to "reopen" a previously issued series of debt securities and issue additional debt securities of that series or establish additional terms of that series. The issuer is also permitted to issue debt securities with the same terms as previously issued debt securities. (Section 3.01)

        Unless otherwise provided in the related prospectus supplement, principal, premium and interest, if any, with respect to any debt securities will be payable at the office or agency maintained by us or the relevant PRE Finance Subsidiary for such purposes. The payment office will initially be the corporate trust office of the trustee. In the case of debt securities issued in registered form, interest may be paid by check mailed to the persons entitled to the payment at their addresses appearing on the security register or by wire transfer to an account maintained by the payee with a bank located in the United States. A security issued in "registered form" is a security for which the issuer or the paying agent keeps a record of all the current holders. Interest on debt securities issued in registered form will be payable on any interest payment date to the persons in whose names the debt securities are registered at the close of business on the regular record date with respect to such interest payment date. Interest on such debt securities which have a redemption date after a regular record date, and on or before the following interest payment date, will also be payable to the persons in whose names the debt securities are registered. All paying agents initially designated by the issuer for the debt securities will be named in the related prospectus supplement. The issuer may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that such issuer will be required to maintain a paying agent in each place where the principal of or any premium or interest on the debt securities are payable. (Sections 3.07, 10.02 and 11.06)

        Unless otherwise provided in the related prospectus supplement, the debt securities may be presented for transfer or exchanged for other debt securities of the same series at the office or agency maintained by the issuer for such purposes. This office will initially be the corporate trust office of the trustee. If so required by the issuer or the security registrar, any debt security presented for transfer must be duly endorsed or accompanied by a written instrument of transfer. Debt securities received upon exchange will contain identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount. Such transfer or exchange will be made without service charge, but the issuer may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses then payable. The issuer will not be required to:

    issue, register the transfer of, or exchange, the debt securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any such debt securities and ending at the close of business on the day of such mailing,

    register the transfer or exchange of any debt security so selected for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part, or

    register the transfer of or exchange any debt security which, in accordance with its terms, has been surrendered for repayment at the option of the holder, except the portion, if any, of such debt security not to be so repaid. (Section 3.05)

        We and the PRE Finance Subsidiaries, as applicable, have appointed the trustee as security registrar. Any transfer agent (in addition to the security registrar) initially designated by the issuer for

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any debt securities will be named in the related prospectus supplement. The issuer may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that the issuer will be required to maintain a transfer agent in each place where the principal of, any premium or interest on the debt securities are payable. (Section 10.02)

        Unless otherwise provided in the related prospectus supplement, the debt securities will be issued only in fully registered form without coupons in denominations of $2,000 and any integral multiple of $1,000. The debt securities may be represented in whole or in part by one or more global debt securities (as defined below) registered in the name of a depositary or its nominee and, if so represented, interests in such global debt security will be shown on, and transfers thereof will be effected only through, records maintained by the designated depositary and its participants as described below. Where the debt securities of any series are issued in bearer form, the special restrictions and considerations, including special offering restrictions and special United States federal income tax considerations, applicable to such debt securities and to payment on and transfer and exchange of such debt securities will be described in the related prospectus supplement. A security issued in "bearer form" is a security for which the issuer does not keep a record of the holder. The owner is deemed to be the person holding the security.

        If the purchase price of any debt securities is payable in one or more foreign currencies or currency units or if any debt securities are denominated in one or more foreign currencies or currency units or if the principal of, or any premium or interest on any debt securities is payable in one or more foreign currencies or currency units, the restrictions, elections, certain United States federal income tax considerations, specific terms and other information with respect to such debt securities and such foreign currency or currency units will be set forth in the related prospectus supplement.

        The issuer will comply with Section 14(e) under the Exchange Act, and any other tender offer rules under the Exchange Act which may then be applicable, in connection with any obligation of the issuer to purchase debt securities at the option of the holders. Any such obligation applicable to a series of debt securities will be described in the related prospectus supplement.

        You should refer to the prospectus supplement relating to a particular series of debt securities for information regarding any deletions from, modifications of or additions to the Events of Defaults described below or covenants contained in the applicable indenture, including any addition of a covenant or other provisions providing event risk or similar protection.

Conversion and Exchange

        The terms, if any, on which debt securities of any series are convertible into or exchangeable for common shares, preferred shares or other securities, whether or not issued by PartnerRe Ltd. or either PRE Finance Subsidiary, property or cash, or a combination of any of the foregoing, will be set forth in the related prospectus supplement. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at our or the relevant PRE Finance Subsidiary's option, as applicable, in which the securities, property or cash to be received by the holders of the debt securities would be calculated according to the factors and at such time as described in the related prospectus supplement. Any such conversion or exchange will comply with applicable law, including securities laws, and our and the relevant PRE Finance Subsidiary's organizational documents, as applicable.

Consolidation, Amalgamation, Merger and Sale of Assets

        Each indenture provides that the issuer may not (1) consolidate or amalgamate with or merge into any person or convey, transfer or lease the properties and assets of such issuer as an entirety or substantially as an entirety to any person, or (2) permit any person to consolidate or amalgamate with

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or merge into such issuer, or convey, transfer or lease such person's properties and assets as an entirety or substantially as an entirety to such issuer, unless:

    such person is a corporation, limited liability company, incorporated association, company or business trust, as the case may be, organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda or any country which is, on the date of the applicable indenture, a member of the Organization of Economic Cooperation and Development;

    such person will expressly assume, by supplemental indenture, the due and punctual payment of the principal of, or any premium and interest on, all of the debt securities issued under the applicable indenture, and the performance of the issuer's obligations under such indenture and the debt securities issued under such indenture, and provides for conversion or exchange rights in accordance with the provisions of the debt securities of any series that are convertible or exchangeable into common shares or other securities;

    immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the issuer as a result of such transaction as having been incurred by such issuer or such subsidiary at the time of such transaction, no Event of Default, and no event which after notice or lapse of time or both would become an Event of Default, will have happened and be continuing; and

    certain other conditions are met. (Section 8.01)

        Each PRE Finance Subsidiary's indenture includes a like restriction on consolidation, amalgamation and merger involving PartnerRe Ltd., as guarantor of the relevant PRE Finance Subsidiary's obligations under its debt securities. (Section 8.03 of each PRE Finance Subsidiary's indenture)

Events of Default

        Unless the issuer provides other or substitute Events of Default in a prospectus supplement, the following events will constitute an Event of Default under the applicable indenture with respect to any debt securities:

            (1)   default in paying interest on any debt security, when it becomes due and payable, and the default continues for a period of 30 days;

            (2)   default in paying principal or any premium on any debt security, when such principal or premium becomes due and payable;

            (3)   default in the performance, or breach, of any covenant or warranty in the applicable indenture for the benefit of such debt securities, and the continuance of such default or breach for a period of 60 days after written notice of default is given under the applicable indenture;

            (4)   if any event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness of the issuer for borrowed money (other than indebtedness which is non-recourse to such issuer) happens and consists of default in the payment of more than $100,000,000 in principal amount of such indebtedness when due (after giving effect to any applicable grace period) or shall result in such indebtedness in principal amount in excess of $100,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such default is not cured or waived or such acceleration is not rescinded or annulled within a period of 30 days after there has been given written notice as provided in the applicable indenture;

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            (5)   the issuer fails within 60 days to pay, bond or otherwise discharge any uninsured judgment or court order for the payment of money in excess of $100,000,000, which is not stayed on appeal or is not otherwise being appropriately contested in good faith; and

            (6)   certain events relating to bankruptcy, insolvency or reorganization of the issuer.

        In each PRE Finance Subsidiary's indenture, the Events of Default described in clauses (3) through (6) above also include references to PartnerRe Ltd., as guarantor under such indenture.

        If an Event of Default (other than an Event of Default described in (6) of the preceding paragraph) occurs with respect to the debt securities of any series and continues, either the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of such series may, by written notice as provided in the applicable indenture, declare the principal amount (or such lesser amount as may be provided for in the debt securities of such series) of all outstanding debt securities of such series to be due and payable immediately. At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of money has been obtained by the trustee, and subject to applicable law and certain other provisions of the applicable indenture, the holders of a majority in aggregate principal amount of the debt securities of such series may, under certain circumstances, rescind and annul such acceleration and its consequences. An Event of Default described in (6) of the preceding paragraph will cause the principal amount and accrued interest (or such lesser amount as provided for in the debt securities of such series) to become immediately due and payable without any declaration or other act by the trustee or any holder. (Section 5.02)

        Each indenture provides that, within 90 days after the occurrence of any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the debt securities of any series (a "default"), the trustee will transmit, in the manner set forth in such indenture, notice of such default to the holders of the debt securities of such series unless such default has been cured or waived. However, except in the case of a default in the payment of principal, premium, interest or any sinking fund or purchase fund installment with respect to, any debt security of such series, the trustee may withhold such notice if and so long as the issuer's board of directors, its executive committee or a trust committee of directors and/or responsible officers of the trustee in good faith determine that the withholding of such notice is in the best interest of the holders of the debt securities of such series. In addition, in the case of any default of the character described in (4) of the second preceding paragraph, no such notice to holders will be given until at least 30 days after the default occurs. (Section 6.02)

        If an Event of Default occurs and continues with respect to the debt securities of any series, the trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of the debt securities of such series by all appropriate judicial proceedings. (Section 5.03) Each indenture provides that, subject to the duty of the trustee during any default to act with the required standard of care, the trustee will be under no obligation to exercise any of its rights or powers under such indenture or the related Series Authorization at the request or direction of any of the holders of the debt securities, unless such holders shall have offered to the trustee indemnity satisfactory to it in its reasonable judgment. (Section 6.01) Subject to the provisions for the indemnification of the trustee, and applicable law and certain other provisions of the applicable indenture, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to debt securities of such series. (Section 5.12)

Modification and Waiver

        The issuer and the trustee may modify or amend the applicable indenture with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of

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each series affected by the modification of amendments. However, each affected holder must consent to certain modifications or amendments, including:

    changes to the stated maturity of the principal of, or any premium or installment of interest with respect to, any debt security; or

    reductions of the principal amount of, or the rate (or modify the calculation of such principal amount or rate) of interest with respect to, or any premium payable upon the redemption of, any debt security.

        In addition, no supplemental indenture may directly or indirectly modify or eliminate the subordination provisions of the subordinated indentures in any manner which might terminate or impair the subordination of the subordinated debt securities, as the case may be, to Senior Indebtedness (as defined under "—Subordination of the Subordinated Debt Securities Issued by PartnerRe Ltd." and "—Subordination of the Subordinated Debt Securities Issued by the PRE Finance Subsidiaries") without the prior written consent of the holders of such Senior Indebtedness. (Section 9.07 of the subordinated indentures)

        The issuer and the trustee may modify or amend the applicable indenture and debt securities of any series without the consent of any holder in order to, among other things:

    provide for the issuer's successor pursuant to a consolidation, amalgamation, merger or sale of assets;

    provide for a successor trustee with respect to debt securities of all or any series;

    cure any ambiguity, defect or inconsistency;

    make any other provisions with respect to matters or questions arising under any indenture which will not adversely affect the interests of the holders of debt securities of any series; or

    make any other change that does not materially adversely affect the interests of the holders of any debt securities then outstanding under the applicable indenture. (Section 9.01)

        The holders of at least a majority in principal amount of debt securities of any series may, on behalf of the holders of all debt securities of that series, waive compliance by the issuer with certain restrictive provisions of the applicable indenture. (Section 10.06) The holders of not less than a majority in aggregate principal amount of the outstanding debt securities of any series may, on behalf of the holders of all debt securities of that series, waive any past default and its consequences under the applicable indenture with respect to debt securities of that series, except a default:

    in paying principal, premium or interest with respect to debt securities of that series; or

    in respect of a covenant or provision of the applicable indenture that cannot be modified or amended without the consent of the holder of each debt security of any series. (Section 5.13)

        Under each indenture, the issuer is required to furnish to the trustee annually a statement as to its performance of certain of its obligations under that indenture and as to any default in such performance. The issuer is also required to deliver to the trustee, within five days after its occurrence, written notice of any Event of Default or any event which after notice or lapse of time or both would constitute an Event of Default. (Section 10.07)

Discharge, Defeasance and Covenant Defeasance

        The issuer may discharge certain obligations to holders of any series of debt securities that have not already been delivered to the trustee for cancellation and that either have become due and payable or will become due and payable within one year (or scheduled for redemption within one year) by depositing with the trustee, in trust, funds in U.S. dollars or in the Foreign Currency (defined below) in

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which such debt securities are payable in an amount sufficient to pay the entire indebtedness on such debt securities with respect to principal and any premium and interest to the date of such deposit (if such debt securities have become due and payable) or to the maturity thereof, as the case may be. (Section 4.01)

        Each indenture provides that, unless the provisions of Section 4.02 thereof are made inapplicable to debt securities of or within any series pursuant to Section 3.01 thereof, the issuer may elect either:

    to defease and be discharged from any and all obligations with respect to such debt securities (except for, among other things, obligations to register the transfer or exchange of such debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency with respect to such debt securities and to hold moneys for payment in trust) ("defeasance"); or

    to be released from its obligations with respect to such debt securities under certain covenants as described in the related prospectus supplement, and any omission to comply with such obligations will not constitute a default or an Event of Default with respect to such debt securities ("covenant defeasance").

        Defeasance or covenant defeasance, as the case may be, will be conditioned upon the irrevocable deposit by the issuer with the trustee, in trust, of an amount in U.S. dollars or in the Foreign Currency in which such debt securities are payable at stated maturity, or Government Obligations (as defined below), or both, applicable to such debt securities which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of, and any premium and interest on, such debt securities on the scheduled due dates. (Section 4.02)

        Such a trust may only be established if, among other things:

    the applicable defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under or any material agreement or instrument to which the issuer is a party or by which it is bound;

    no Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the debt securities to be defeased will have occurred and be continuing on the date of establishment of such a trust after giving effect to such establishment and, with respect to defeasance only, no bankruptcy proceeding will have occurred and be continuing at any time during the period ending on the 91st day after such date;

    with respect to registered securities and any bearer securities for which the place of payment is within the United States, the issuer has delivered to the trustee an opinion of counsel (as specified in each indenture) to the effect that the holders of such debt securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred, and such opinion of counsel, in the case of defeasance, must refer to and be based upon a letter ruling of the Internal Revenue Service received by the issuer, a Revenue Ruling published by the Internal Revenue Service or a change in applicable United States federal income tax law occurring after the date of the applicable indenture; and

    with respect to defeasance, the issuer has delivered to the trustee an officers' certificate as to solvency and the absence of intent of preferring holders over other creditors. (Section 4.02)

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        "Foreign Currency" means any currency, currency unit or composite currency, including, without limitation, the euro, issued by the government of one or more countries other than the United States of America or by any recognized confederation or association of such governments. (Section 1.01)

        "Government Obligations" means debt securities which are (1) direct obligations of the United States of America or the other government or governments or confederation or association of governments which issued the Foreign Currency in which the debt securities of a particular series are payable, for the payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such other government or governments or confederation or association of governments which issued the Foreign Currency in which the debt securities of such series are payable, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government or governments or confederation or association of governments, which, in the case of clauses (1) and (2), are not callable or redeemable at the option of the issuer or issuers thereof, and will also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or any other amount with respect to any such Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian with respect to the Government Obligation or the specific payment of interest on or principal of or any other amount with respect to the Government Obligation evidenced by such depository receipt. (Section 1.01)

        If after the issuer has deposited funds and/or Government Obligations to effect defeasance or covenant defeasance with respect to debt securities of any series, (1) the holder of a debt security of that series is entitled to, and does, elect pursuant to Section 3.01 of the applicable indenture or the terms of such debt security to receive payment in a currency other than that in which such deposit has been made in respect of such debt security, or (2) a Conversion Event (as defined below) occurs in respect of the Foreign Currency in which such deposit has been made, the indebtedness represented by such debt security will be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of, any premium and interest on, such debt security as such debt security becomes due out of the proceeds yielded by converting the amount or other properties so deposited in respect of such debt security into the currency in which such debt security becomes payable as a result of such election or such Conversion Event based on (a) in the case of payments made pursuant to clause (1) above, the applicable market exchange rate for such currency in effect on the second business day prior to such payment date, or (b) with respect to a Conversion Event, the applicable market exchange rate for such Foreign Currency in effect (as nearly as feasible) at the time of the Conversion Event. (Section 4.02)

        "Conversion Event" means the cessation of use of (1) a Foreign Currency both by the government of the country or countries which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or (2) any currency unit or composite currency for the purposes for which it was established. (Section 1.01)

        If the issuer effects covenant defeasance with respect to any of its debt securities and such debt securities are declared due and payable because of the occurrence of any Event of Default other than an Event of Default with respect to any covenant as to which there has been covenant defeasance, the amount in such Foreign Currency in which such debt securities are payable, and Government Obligations on deposit with the trustee, will be sufficient to pay amounts due on such debt securities at the time of the stated maturity but may not be sufficient to pay amounts due on such debt securities at the time of the acceleration resulting from such Event of Default. However, the issuer, and in the case of debt securities issued by a PRE Finance Subsidiary, PartnerRe Ltd., as guarantor, would remain liable to make payment of such amounts due at the time of acceleration.

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Global Securities

        The debt securities of a series may be issued in whole or in part under a book entry system in the form of one or more global debt securities. Each global security will be deposited with, or on behalf of, a depositary identified in the prospectus supplement relating to such series.

        The depositary will be a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York banking law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. The depositary was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The depositary's participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of which (and/or their representatives) own the depositary. Access to the depositary's book-entry system is also available to others, such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

        The specific terms of the depositary arrangement with respect to a series of the debt securities will be described in the prospectus supplement relating to such series. We and the PRE Finance Subsidiaries anticipate that the following provisions will apply to all depositary arrangements.

        Upon the issuance of a global security in registered form, the depositary for such global security or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the debt securities represented by such global security to the participants' accounts. Such accounts will be designated by the underwriters or agents with respect to such debt securities or by the applicable issuer if such debt securities are offered and sold directly by such issuer. Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests by participants in the global security will be shown on, and the transfer of that ownership will be effected only through the participants' records. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security.

        So long as the depositary, or its nominee, is the owner of record of a global security, PartnerRe Ltd. or the relevant PRE Finance Subsidiary, as applicable, will consider such depositary or its nominee, as applicable, the sole owner or holder of the debt securities represented by a global security for all purposes under the applicable indenture. Except as described below, owners of beneficial interests in a global security will not be entitled to have the debt securities represented by a global security registered in their names, and will not receive or be entitled to receive physical delivery of the debt securities of that series in definitive form and will not be considered the owners or holders thereof under the applicable indenture under which these debt securities are issued. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of the depositary. Persons who are not participants must rely on the procedures of the participant through which they own their interest. We and the PRE Finance Subsidiaries understand that under existing industry practices, if we or any PRE Finance Subsidiary requests any action of holders or if any owner of a beneficial interest in a global security desires to give or take any action which a holder is entitled to give or take under the applicable indenture, the depositary would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instruction of beneficial owners holding through them.

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        Payments of principal of, any premium and interest on, the debt securities represented by a global security registered in the name of a depositary or its nominee will be paid to the depositary or its nominee, as the case may be, as the registered owner. None of the trustee, any paying agent, the security registrar, us or the applicable PRE Finance Subsidiaries will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global security for such debt securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

        We and the PRE Finance Subsidiaries expect that the depositary for a series of the debt securities or its nominee, upon receipt of any payment with respect to such debt securities, will immediately credit participants' accounts with payments in amounts proportionate to their respective beneficial interest in the principal amount of the global security for such debt securities as shown on the records of such depositary or its nominee. We and the PRE Finance Subsidiaries also expect that payments by participants to owners of beneficial interests in such global security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in "street name," and will be the responsibility of such participants.

        The indentures provide that global securities will be exchanged for the debt securities of such series in definitive form of like tenor and of an equal aggregate principal amount, in authorized denominations, if:

    the depositary for a series of the debt securities notifies the issuer that it is unwilling or unable to continue as depositary or if such depositary ceases to be eligible under the applicable indenture and a successor depositary is not appointed by the issuer within 90 days of written notice;

    the issuer determines that the debt securities of a particular series will no longer be represented by global securities and executes and delivers to the trustee a company order to such effect; or

    an Event of Default with respect to a series of the debt securities has occurred and is continuing.

        With respect to the second bullet point above, we and the PRE Finance Subsidiaries understand, however, that under current industry practices, the depositary would notify its participants of our request, but will only withdraw beneficial interests from a global security at the request of each participant. The issuer would issue definitive certificates in exchange for any such interests withdrawn. Such definitive debt securities will be registered in such name or names as the depositary shall instruct the trustee. (Section 3.05) We and the PRE Finance Subsidiaries expect that such instructions may be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in global securities.

Payment of Additional Amounts

        If the debt securities of a series provide for the payment of additional amounts on account of taxes, fees, assessments or governmental charges as will be described in the related prospectus supplement, the issuer will pay to the holder of the debt securities of such series the additional amounts as described therein and, except as otherwise provided therein, the following provisions with respect to the payment of additional amounts shall apply.

        The issuer will make all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the debt securities of any series without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any jurisdiction in which it is organized (a "taxing jurisdiction") or any political subdivision or taxing authority thereof or therein,

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unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the issuer will, subject to certain limitations and exceptions described below, pay to the holder of any such debt security such additional amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such holder, after the withholding or deduction, will not be less than the amount provided for in such debt security and the applicable indenture to be then due and payable.

        Notwithstanding the foregoing, the issuer will not be required to pay any additional amounts for or on account of:

            (1)   any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such debt security, (b) presented such debt security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such debt security could not have been presented for payment elsewhere, or (c) presented such debt security for payment more than 30 days after the date on which the payment in respect of such debt security became due and payable or provided for, whichever is later, except to the extent that the holder would have been entitled to such additional amounts if it had presented such debt security for payment on any day within that 30-day period;

            (2)   any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

            (3)   any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or the beneficial owner of such debt security to comply with any reasonable request by the issuer addressed to the holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or such beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or

            (4)   any combination of items (1), (2) and (3).

        In addition, the issuer will not pay additional amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such debt security to any holder who is a fiduciary or partnership or other than the sole beneficial owner of such debt security to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary, partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the holder of the debt security.

        In certain cases where debt securities of a series or the guarantee of such debt securities provides for the payment of additional amounts, the issuer or the guarantor may redeem such debt securities at its option, in whole but not in part, at a redemption price equal to 100% of the principal amount,

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together with accrued and unpaid interest and additional amounts, if any, to the date fixed for redemption.

Subordination of the Subordinated Debt Securities Issued by PartnerRe Ltd.

        Our subordinated debt securities will, to the extent set forth in our subordinated indenture, be subordinate in right of payment to the prior payment in full of all Senior Indebtedness (as defined below in this section) of ours, whether outstanding at the date of our subordinated indenture or thereafter incurred. (Section 16.01 of our subordinated indenture) Holders of our Senior Indebtedness will first be entitled to receive payment in full of all amounts due on our Senior Indebtedness before the holders of our subordinated debt securities are entitled to receive payment on account of principal, premium, interest on our subordinated debt securities, if certain events occur. These events include:

    any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to us or to our creditors, as such, or to our assets; or

    any voluntary or involuntary liquidation, dissolution or other winding up of ours, whether or not involving insolvency or bankruptcy; or

    any assignment for the benefit of creditors or any other marshalling of assets and liabilities of ours.

        (Section 16.03 of our subordinated indenture)

        If we are liquidated or become insolvent, holders of our Senior Indebtedness and holders of other obligations of ours that are not subordinated to our Senior Indebtedness may recover more, ratably, than the holders of our subordinated debt securities.

        Subject to the payment in full of all Senior Indebtedness of ours, the rights of the holders of our subordinated debt securities will be subrogated to the rights of the holders of our Senior Indebtedness to receive payments or distributions of cash, property or securities of ours applicable to such Senior Indebtedness until the principal of, and any premium and interest on, our subordinated debt securities have been paid in full. (Section 16.04 of our subordinated indenture)

        No payment of principal (including redemption and sinking fund payments) of or any premium or interest with respect to our subordinated debt securities, or payments to acquire such securities (other than pursuant to their conversion), may be made if:

    any payment of principal, interest or any other amount on our Senior Indebtedness is not paid when due and any applicable grace period with respect to such default has ended and such default has not been cured or waived or ceased to exist, or

    if the maturity of any Senior Indebtedness of ours has been accelerated because of a default.

        (Section 16.02 of our subordinated indenture)

        Our subordinated indenture does not limit or prohibit us from incurring additional Senior Indebtedness, which may include Indebtedness that is senior to our subordinated debt securities, but subordinate to our other obligations. The senior debt securities issued by us will constitute Senior Indebtedness under our subordinated indenture.

        For purposes of this section, the term "Senior Indebtedness" means all Indebtedness of ours outstanding at any time, except:

    our subordinated debt securities;

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    Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or ranks equally with our subordinated debt securities or any other Indebtedness ranking pari passu with our subordinated debt securities;

    interest accruing after the filing of a petition initiating any bankruptcy, insolvency or other similar proceeding unless such interest is an allowed claim enforceable against us in a proceeding under federal or state bankruptcy laws;

    trade accounts payable;

    liability for income, franchise, real estate or other taxes owed or owing; and

    our guarantees of any junior subordinated debt securities of the PRE Finance Subsidiaries, including those issued to a financing vehicle of PartnerRe.

        Such Senior Indebtedness will continue to be Senior Indebtedness and be entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness. (Sections 1.01 and 16.08 of our subordinated indenture)

        For the purposes of this section, the term "Indebtedness" means:

    principal of and any premium and interest on (a) our indebtedness for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which we are responsible or liable;

    capitalized lease obligations;

    obligations issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (except trade accounts payable arising in the ordinary course of business);

    reimbursement obligations on any letter of credit, banker's acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations entered into in the ordinary course of business to the extent such letters of credit are undrawn or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by us of a demand for reimbursement);

    obligations of the type referred to above of other persons and all dividends of other persons, the payment of which we are responsible or liable as obligor, guarantor or otherwise;

    obligations of the type referred to above of other persons secured by any lien on any of our property or assets; and

    any amendments, modifications, refundings, renewals or extensions of any indebtedness or obligation described above.

        Our subordinated indenture provides that the foregoing subordination provisions, including the definition of "Senior Indebtedness", insofar as they relate to any particular issue of our subordinated debt securities, may be changed prior to such issuance. Any such change would be described in the related prospectus supplement.

Subordination of the Subordinated Debt Securities Issued by the PRE Finance Subsidiaries

        The subordinated debt securities issued by the PRE Finance Subsidiaries will, to the extent set forth in the applicable subordinated indenture, be subordinate in right of payment to the prior payment in full of all Senior Indebtedness (as defined below in this section) of the relevant issuer, whether outstanding at the date of such subordinated indenture or thereafter incurred. (Section 16.01 of the subordinated indentures) Holders of Senior Indebtedness of either PRE Finance Subsidiary will first be

21


entitled to receive payment in full of all amounts due or to become due on or in respect of all such Senior Indebtedness, or provision will be made for such payment in cash, before the holders of the subordinated debt securities of the relevant issuer are entitled to receive or retain any payment on account of principal, premium or interest with respect to such subordinated debt securities, if certain events occur. These events include:

    any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the relevant issuer or to its creditors, as such, or to its assets; or

    any voluntary or involuntary liquidation, dissolution or other winding up of the relevant issuer, whether or not involving insolvency or bankruptcy; or

    any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the relevant issuer.

        (Section 16.03 of the subordinated indentures)

        If either PRE Finance Subsidiary is liquidated or becomes insolvent, holders of Senior Indebtedness of the relevant issuer and holders of other obligations of such issuer that are not subordinated to such Senior Indebtedness may recover more, ratably, than the holders of subordinated debt securities of such issuer.

        Subject to the payment in full of all Senior Indebtedness of the relevant PRE Finance Subsidiary, the rights of the holders of subordinated debt securities of such issuer will be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the relevant issuer applicable to such Senior Indebtedness until the principal of, any premium and interest on such subordinated debt securities have been paid in full. (Section 16.04 of the subordinated indentures)

        No payment of principal (including redemption and sinking fund payments) of or any premium or interest on the subordinated debt securities of the relevant PRE Finance Subsidiary, or payments to acquire such securities (other than pursuant to their conversion), may be made if:

    any payment of principal, interest or any other amount on Senior Indebtedness of such issuer is not paid when due and any applicable grace period with respect to such default has ended and such default has not been cured or waived or ceased to exist; or

    if the maturity of any Senior Indebtedness of such issuer has been accelerated because of a default.

        (Section 16.02 of the subordinated indentures)

        The subordinated indentures of the PRE Finance Subsidiaries do not limit or prohibit the relevant issuer from incurring additional Senior Indebtedness, which may include Indebtedness that is senior to its subordinated debt securities, but subordinate to the relevant issuer's other obligations. The senior debt securities issued by a PRE Finance Subsidiary will constitute Senior Indebtedness under such PRE Finance Subsidiary's subordinated indenture.

        For purposes of this section, the term "Senior Indebtedness" means all Indebtedness of the relevant PRE Finance Subsidiary outstanding at any time, except:

    the subordinated debt securities issued by such PRE Finance Subsidiary;

    Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or ranks equally with such subordinated debt securities or any other Indebtedness ranking pari passu with such subordinated debt securities;

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    interest accruing after the filing of a petition initiating any bankruptcy, insolvency or other similar proceeding unless such interest is an allowed claim enforceable against such PRE Finance Subsidiary in a proceeding under federal or state bankruptcy laws;

    trade accounts payable;

    liability for income, franchise, real estate or other taxes owed or owing; and

    any junior subordinated debt securities, including those issued to a financing vehicle of PartnerRe.

        Such Senior Indebtedness will continue to be Senior Indebtedness of the relevant issuer and be entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness. (Sections 1.01 and 16.08 of the subordinated indentures)

        For the purposes of this section, the term "Indebtedness" means:

    principal of and any premium and interest on (a) indebtedness of such PRE Finance Subsidiary for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such PRE Finance Subsidiary is responsible or liable;

    capitalized lease obligations;

    obligations issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (except trade accounts payable arising in the ordinary course of business);

    reimbursement obligations on any letter of credit, banker's acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations entered into in the ordinary course of business to the extent such letters of credit are undrawn or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such PRE Finance Subsidiary of a demand for reimbursement);

    obligations of the type referred to above of other persons and all dividends of other persons, the payment of which such PRE Finance Subsidiary is responsible or liable as obligor, guarantor or otherwise;

    obligations of the type referred to above of other persons secured by any lien on any property or asset of such PRE Finance Subsidiary; and

    any amendments, modifications, refundings, renewals or extensions of any indebtedness or obligation described above.

        The PRE Finance Subsidiaries' subordinated indentures provide that the foregoing subordination provisions, including the definition of "Senior Indebtedness", insofar as they relate to any particular issue of subordinated debt securities by the relevant issuer, may be changed prior to such issuance. Any such change would be described in the related prospectus supplement.

New York Law to Govern

        The indentures are, and the debt securities will be, governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in that state. (Section 1.13).

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DESCRIPTION OF DEBT SECURITIES GUARANTEES

        Concurrently with any issuance by a PRE Finance Subsidiary of its senior debt securities or subordinated debt securities, we will guarantee, on a full and unconditional basis, such debt securities for the benefit of the holders thereof pursuant to a guarantee agreement. Each guarantee agreement we may enter into will be (or, in the case of the guarantee agreement dated as of March 15, 2010 in respect of the senior debt securities of PartnerRe Finance B LLC, is) qualified as an indenture under the Trust Indenture Act. The Bank of New York Mellon will act (or, in the case of the guarantee agreement in respect of the senior debt securities of PartnerRe Finance B LLC, acts) as indenture trustee under each of the guarantee agreements for the purposes of compliance with the Trust Indenture Act. Each of the guarantee agreements is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part.

        The following summary sets forth the material terms and provisions of our guarantee of the PRE Finance Subsidiary's senior debt securities and subordinated debt securities. The following description of certain provisions of the guarantees is only a summary. You should read the guarantee agreements and the Trust Indenture Act for more complete information regarding the provisions of the guarantees, including the definitions of some of the terms used below. Whenever we refer to particular sections or defined terms of the guarantee agreement, such sections or defined terms are incorporated herein by reference, and the statement in connection with which such reference is made is qualified in its entirety by such reference. The indenture trustee, as guarantee trustee under the applicable guarantee agreement, will hold the applicable guarantee for the benefit of the holders of the related debt securities.

General

        We will fully and unconditionally guarantee all obligations of the PRE Finance Subsidiary under the applicable indenture and the related debt securities. Unless otherwise provided in a prospectus supplement, the guarantee will be an unsecured obligation of PartnerRe Ltd.

        Since PartnerRe Ltd. is a holding company, its rights and the rights of its creditors, including the holders of either PRE Finance Subsidiary's debt securities who are creditors of PartnerRe Ltd. by virtue of the guarantees, and shareholders to participate in any distribution of the assets of any of its subsidiaries upon such subsidiary's liquidation or reorganization or otherwise would be subject to prior claims of that subsidiary's creditors and policyholders, except to the extent that PartnerRe Ltd. may itself be a creditor with recognized claims against that subsidiary. The right of creditors of PartnerRe Ltd., including the holders of either PRE Finance Subsidiary's debt securities who are creditors of PartnerRe Ltd. by virtue of the guarantee, to participate in the distribution of the stock owned by PartnerRe Ltd. in certain of its subsidiaries, including PartnerRe Ltd.'s insurance subsidiaries, may also be subject to Bermuda law and approval by certain insurance regulatory authorities having jurisdiction over such subsidiaries.

Waiver of Events of Default

        An event of default under the debt securities guarantee will occur upon our default on any of our payment or other obligations under the debt securities guarantee agreement. The holders of not less than a majority of the outstanding principal amount of the relevant PRE Finance Subsidiary's senior debt securities or subordinated debt securities, as applicable, may, by vote, on behalf of all such holders, waive any past event of default of PartnerRe Ltd. in respect of its guarantee and its consequences on any of its payment or other obligations under the senior debt securities guarantee agreement or the subordinated debt securities guarantee agreement, as applicable.

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Amendments

        The senior debt securities guarantee and the subordinated debt securities guarantee may only be amended in writing with the prior approval of the holders of not less than a majority of the outstanding principal amount of such debt securities. In addition, certain amendments affecting the obligations of PartnerRe Ltd. may only be made in writing with the prior approval of each holder.

        No consent of the holders of the PRE Finance Subsidiaries' senior debt securities or subordinated debt securities is required to amend the guarantee in a way that does not adversely affect in any material respect the rights of such holders.

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PLAN OF DISTRIBUTION

        We and each PRE Finance Subsidiary may sell the offered securities to or through underwriters, agents or dealers and also may sell the securities directly to purchasers pursuant to applicable statutory exemptions or through agents.

        The distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices to be negotiated with purchasers.

        The prospectus supplement relating to each series of securities offered will also set forth the terms of the offering of the securities, including to the extent applicable, the initial offering price, the proceeds to the issuer, the underwriting concessions or commissions, and any other discounts or concessions to be allowed or re-allowed to dealers. Underwriters or agents with respect to securities sold to or through underwriters or agents will be named in the prospectus supplement relating to such securities.

        In connection with the sale of the securities, underwriters may receive compensation from PartnerRe or from purchasers of the securities for whom they may act as agents in the form of discounts, concessions or commissions. Any such commissions will be paid either using a portion of the funds received in connection with the sale of the securities or out of the general funds of the Company.

        Under agreements which may be entered into by a PRE Finance Subsidiary and PartnerRe Ltd., underwriters, dealers and agents who participate in the distribution of the securities may be entitled to indemnification by PartnerRe against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof.

        In connection with any offering of securities, the underwriters, agents or dealers may over-allot or effect transactions which stabilize or maintain the market price of the securities offered at levels above those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

        Underwriters, dealers, agents and remarketing firms may be customers of, engage in transactions with, or perform services for, us and our subsidiaries in the ordinary course of business.

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WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form F-3 under the Securities Act relating to the preferred shares, debt securities and the guarantees described in this prospectus. This prospectus is a part of the registration statement, but the registration statement also contains additional information and exhibits. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete, and in each instance, for a complete description of the applicable contract, agreement or other document, reference is made to the exhibits available on the SEC's website at www.sec.gov.

        PartnerRe is subject to the informational requirements of the Exchange Act as a foreign private issuer. Accordingly, PartnerRe files annual reports and other reports with the SEC. Our filings with the SEC are also available from the SEC's website at http://www.sec.gov.

        The SEC allows us to "incorporate by reference" the information set forth in certain documents we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus. Any statement contained in a document which is incorporated by reference in this prospectus is automatically updated and superseded if information contained in this prospectus, or information that we later file with the SEC, modifies or replaces this information. All documents we file pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, and, to the extent, if any, we designate therein, reports on Form 6-K we furnish to the SEC, after the initial filing of this registration statement and prior to the effectiveness of this registration statement and after the date of this prospectus and until we and the PRE Finance Subsidiaries sell all the securities shall be deemed to be incorporated by reference into this prospectus. In addition, we incorporate by reference the following documents filed prior to the date of this prospectus:

        You may request free copies of these filings by writing or telephoning us at the following address:

90 Pitts Bay Road
Pembroke HM 08
Bermuda
Attention: Legal and Compliance
Telephone: (441) 292-0888
Fax: (441) 292-3060

        PartnerRe's 5.875% Series F Non-Cumulative Preferred Shares, 6.50% Series G Cumulative Preferred Shares, 7.25% Series H Cumulative Preferred Shares and 5.875% Series I Non-Cumulative Preferred Shares are listed on the New York Stock Exchange and PartnerRe's reports can also be inspected at their offices at 20 Broad Street, 17th Floor, New York, New York 10005. For information on obtaining copies of PartnerRe's public filings at the New York Stock Exchange, please call (212) 656-5060.

        We maintain a website at www.partnerre.com . We make available, free of charge through our website, our financial information, including the information contained in our Annual Reports on Form 20-F, Current Reports on Form 6-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. The information on our website is not incorporated by reference in this prospectus.

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ENFORCEMENT OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS

        We are a Bermuda company. In addition, certain of our directors and officers as well as certain of the experts named in this prospectus, reside outside the United States, and all or a substantial portion of our assets and their assets are located outside the United States. Therefore, it may be difficult for investors to effect service of process within the United States upon those persons or to recover against us or those persons on judgments of courts in the United States, including judgments based on civil liabilities provisions of the U.S. federal securities laws. However, investors may serve us with process in the United States with respect to actions against us arising out of or in connection with the U.S. Federal securities laws relating to offers and sales of the securities covered by this prospectus by serving PartnerRe U.S. Corporation, 200 First Stamford Place Stamford, CT 06902, our United States agent irrevocably appointed for that purpose.

        We have been advised by Conyers Dill & Pearman Limited, our special Bermuda legal counsel, that the United States and Bermuda do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. We also have been advised by Conyers Dill & Pearman Limited that there is doubt as to whether the courts of Bermuda would enforce (1) judgments of United States courts based on the civil liability provisions of the United States federal securities laws obtained in actions against us or our directors and officers, and (2) original actions brought in Bermuda against us or our officers and directors based solely upon the United States federal securities laws. A Bermuda court may, however, impose civil liability on us or our directors or officers in a suit brought in the Supreme Court of Bermuda provided that the facts alleged constitute or give rise to a cause of action under Bermuda law. Certain judgments obtained in the United States courts, including certain judgments under the U.S. federal securities laws, would not be allowed in Bermuda courts to the extent that (a) such courts did not have proper jurisdiction over the parties subject to such judgment; (b) such courts contravened the rules of natural justice of Bermuda; (c) such judgment was obtained by fraud; (d) the enforcement of the judgment would be contrary to the public policy of Bermuda; (e) new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda; or (f) the correct procedures under the laws of Bermuda were not complied with.

        NONE OF US, PARTNERRE FINANCE B LLC OR PARTNERRE FINANCE C LLC HAS AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. NONE OF US, PARTNERRE FINANCE B LLC OR PARTNERRE FINANCE C LLC TAKE ANY RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE RELIABILITY OF, ANY OTHER INFORMATION THAT OTHERS MAY GIVE YOU. WE, PARTNERRE FINANCE B LLC AND PARTNERRE FINANCE C LLC ARE OFFERING THESE SECURITIES ONLY IN STATES WHERE THE OFFER IS PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.

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EXPENSES

        The estimated expenses to be incurred in connection with a distribution of securities registered under this registration statement, other than underwriting discounts and commissions, are as follows:

Registration Statement filing fee

  $ 169,680  

Trustees' fees and expenses

  $          *

Legal fees and expenses

  $          *

Accounting fees and expenses

  $          *

Printing costs

  $          *

Miscellaneous

  $          *

Total

  $          *

*
To be provided in a prospectus supplement or as an exhibit to a report on Form 6-K that is incorporated by reference.

29



VALIDITY OF SECURITIES

        The validity of the preferred shares, debt securities and the guarantees will be passed upon for us by Conyers Dill & Pearman Limited with respect to matters of Bermuda law and by Sullivan & Cromwell LLP with respect to matters of New York law.


EXPERTS

        The consolidated financial statements of PartnerRe Ltd. appearing in the Company's Annual Report on Form 20-F for the year ended December 31, 2018 (including schedules appearing therein) have been audited by Ernst & Young Ltd., independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

30


Table of Contents

 

$                    

LOGO

PartnerRe Finance B LLC

      % Senior Notes Due 2029

Fully and Unconditionally Guaranteed by
PartnerRe Ltd.




Prospectus Supplement


Joint Book-Running Managers

Citigroup

  Credit Agricole CIB   Goldman Sachs & Co. LLC   HSBC

                    , 2019

   



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