Argo Group International Holdings, Ltd. (NASDAQ:AGII) Files An 8-K Entry into a Material Definitive Agreement

Argo Group International Holdings, Ltd. (NASDAQ:AGII) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01. Entry into a Material Definitive Agreement.

On March3, 2017 (the Effective Date) each of Argo Group
International Holdings, Ltd., Argo Group US, Inc., Argo
International Holdings Limited and Argo Underwriting Agency
Limited (the Borrowers) entered into a $325,000,000 Credit
Agreement (the New Credit Agreement) with JPMorgan Chase Bank,
N.A., as administrative agent, and the other lenders and parties
signatory thereto.

The New Credit Agreement replaced the prior Credit Agreement (the
Prior Agreement), dated as of March7, 2014, among the Borrowers,
JPMorgan Chase Bank, N.A. and the other parties thereto, which
agreement was terminated concurrently with the execution of the
New Credit Agreement. The full terms of the Prior Agreement are
incorporated by reference to Exhibit 10.1 to Argo Groups Current
Report on Form 8-K filed with the Securities and Exchange
Commission on March10, 2014.

In connection with the consummation of the New Credit Agreement,
Argo Group International Holdings, Ltd. borrowed $125million as a
term loan due on March3, 2019, which amount was used on March3,
2017 to pay off in its entirety the $125million of revolving
borrowings previously outstanding under the Prior Agreement. In
addition, the New Credit Agreement provides for a $200million
revolving credit facility, and the commitments thereunder shall
expire on March3, 2022 unless extended in accordance with the
terms of the New Credit Agreement. Borrowings (as defined in the
New Credit Agreement) by the Borrowers under the New Credit
Agreement may be used for general corporate purposes, including
working capital, permitted acquisitions and letters of credit,
and each of the Borrowers has agreed to be jointly and severally
liable for the obligations of the other Borrowers under the New
Credit Agreement.

Loans designated by the Borrowers at the time of borrowing as ABR
Borrowings that are outstanding under the New Credit Agreement
bear interest at a rate per annum equal to the Applicable Rate
(as defined in the New Credit Agreement), plus the greatest of
(a)the Prime Rate (as defined in the New Credit Agreement) in
effect on such day, (b)the NYFRB Rate in effect on such day plus
1 of 1% and (c)the
Adjusted Eurocurrency Rate for a one month interest period plus
1%. Loans designated by the Borrowers at the time of borrowing as
Eurocurrency Borrowings that are outstanding under the New Credit
Agreement bear interest at a rate per annum equal to the Adjusted
Eurocurrency Rate (as defined in the New Credit Agreement) for
the Interest Period (as defined in the New Credit Agreement) in
effect for such Borrowing plus the Applicable Rate (as defined in
the New Credit Agreement).

The New
Credit Agreement contains events of default as set forth therein.
Generally, if an event of default occurs and is continuing,
Lenders holding at least a majority of the loans and commitments
under the New Credit Agreement may elect to accelerate the
maturity of the loans and/or terminate the commitments under the
New Credit Agreement. For certain events of default related to
liquidation, bankruptcy and similar events, all amounts under the
loans become due immediately and all commitments of the Lenders
are automatically canceled. On the Effective Date, $125million
was outstanding under the New Credit Agreement in the form of the
term loan described above, and there were no amounts outstanding
as revolving borrowings under the New Credit Agreement. A
$180,000 letter of credit was outstanding on the Effective Date
under the New Credit Agreement.

The
description of the New Credit Agreement set forth above is
qualified in its entirety by the Credit Agreement filed in this
Form 8-K as Exhibit 10.1 and incorporated herein by
reference.

Item1.02.
Termination of a Material Definitive Agreement.

The
information set forth under Item1.01 is incorporated herein by
reference.

Item2.03.
Creation of a Direct Financial Obligation of a
Registrant.

The
information set forth under Item1.01 is incorporated herein by
reference.

Item9.01.
Financial Statements and Exhibits

(d)
Exhibits

10.1 $325,000,000 Credit Agreement, dated as of March3, 2017,
among Argo Group International Holdings, Ltd., Argo Group US,
Inc., Argo International Holdings Limited and Argo
Underwriting Agency Limited, the Lenders party thereto,
JPMorgan Chase Bank, N.A., as administrative agent, Wells
Fargo Bank, N.A., as syndication agent, and the other parties
thereto.


About Argo Group International Holdings, Ltd. (NASDAQ:AGII)

Argo Group International Holdings, Ltd. is an underwriter of specialty insurance and reinsurance products in the property and casualty market. The Company operates through four segments: Excess and Surplus Lines, Commercial Specialty, International Specialty and Syndicate 1200. Excess and Surplus Lines segment carriers focus on risks that the standard (admitted) market is unwilling or unable to underwrite. The Excess and Surplus Lines segment consists of two operating platforms: Colony Specialty and Argo Pro. Commercial Specialty segment provides property, casualty and surety coverages designed to meet the insurance needs of businesses within certain markets. International Specialty segment underwrites insurance and reinsurance risks. The Syndicate 1200 segment underwrites around the world property, specialty and non-United States liability insurance.

Argo Group International Holdings, Ltd. (NASDAQ:AGII) Recent Trading Information

Argo Group International Holdings, Ltd. (NASDAQ:AGII) closed its last trading session up +0.05 at 67.25 with 119,626 shares trading hands.

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