HERITAGE INSURANCE HOLDINGS, INC. (NYSE:HRTG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Supplemental Indenture Relating to the Company’s Senior Secured Notes due 2023
As previously announced, Heritage Insurance Holdings, Inc. (the “Company”) completed the offering of 5.875% Convertible Senior Notes due 2037 (the “Convertible Notes”) in a private placement transaction to Rule 144A under the Securities Act, as amended (the “Offering”). A portion of the proceeds from the Offering are expected to fund a portion of the purchase price payable in connection with its previously announced acquisition of NBIC Holdings Inc. (the “NBIC Acquisition”), which is expected to close as early as the fourth quarter of 2017.
In connection with the Offering and the NBIC Acquisition, on August16, 2017, the Company entered into a supplemental indenture (the “Supplemental Indenture”) with respect to its Senior Secured Notes due 2023 (the “2023 Notes”). The Supplemental Indenture, among other things, modifies certain covenants applicable to the 2023 Notes to accommodate the NBIC Acquisition, if consummated, as follows: (i)the Company must maintain, on a consolidated basis, a debt to total capitalization ratio of no greater than 45% after giving effect to the indebtedness incurred under the Convertible Notes and a debt service coverage ratio of no less than 150%, as described in the indenture governing the 2023 Notes, (ii)continues to limit the ability of the Company to incur additional debt or make restricted payments if specified financial ratios, as set forth in the Supplemental Indenture, are not met and (iii)permits the Company to make cash payments on the Convertible Notes without having to comply with certain financial ratios.
The foregoing description of the Supplemental Indenture is a summary and is qualified in its entirety by the terms of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
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Exhibit No. |
Description |
| 4.1 | Supplemental Indenture, dated August 16, 2017, to that certain Indenture, dated December 15, 2016, by and among the Company, The Bank of New York Mellon, a New York banking corporation, as trustee, The Bank of New York Mellon, London Branch, as paying agent, and The Bank of New York Mellon (Luxembourg) S.A., as registrar. |
Heritage Insurance Holdings, Inc. ExhibitEX-4.1 2 d446527dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 HERITAGE INSURANCE HOLDINGS,…To view the full exhibit click here
About HERITAGE INSURANCE HOLDINGS, INC. (NYSE:HRTG)
Heritage Insurance Holdings, Inc. is a property and casualty insurance holding company. The Company provides personal and commercial residential insurance. Through its subsidiary, Heritage Property & Casualty Insurance Company, it provides personal residential insurance for single-family homeowners and condominium owners, rental property insurance and commercial residential insurance in the state of Florida and North Carolina. The Company is vertically integrated and controls or manages all aspects of insurance underwriting, customer service, actuarial analysis, distribution and claims processing and adjusting. Its primary products are personal and commercial residential insurance, which it offers only in Florida. It markets and writes personal lines voluntary policies through a network of approximately 1,400 independent agents. It has over 40,130 voluntary policies. It markets and writes commercial residential voluntary policies through a network of over 60 independent agents.
