HALLMARK FINANCIAL SERVICES, INC. (NASDAQ:HALL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On August 19, 2019, Hallmark Financial Services, Inc. (the “Company”) entered into an Indenture and a First Supplemental Indenture (collectively, the “Indenture”) with The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) governing the Company’s 6.25% Senior Unsecured Notes due 2029 (the “Notes”). The Notes were offered and sold to the Company’s Registration Statement on Form S-3 (Registration No. 333-231502). A final prospectus supplement dated August 12, 2019, relating to the offering and sale of the Notes was filed by the Company with the Securities and Exchange Commission on August 14, 2019.
The foregoing description of the Indenture is qualified in its entirety by reference to the definitive agreements filed as exhibits to this Current Report on Form 8-K and incorporated herein by this reference.
Upon execution of the Indenture, the Company issued and sold to Raymond James & Associates, Inc., as underwriters, $50,000,000 in aggregate principal amount of the Notes and received $49,250,000 in proceeds net of underwriting discount. In connection with the issuance and sale of the Notes, the Company is filing a legal opinion regarding the validity of the Notes. The exhibits filed with this Form 8-K are incorporated by reference in the Company’s Registration Statement on Form S-3 (Registration No. 333-231502).
On August 19, 2019, the Company used a portion of the net proceeds from issuance and sale of the Notes to repay the $30.0 million principal balance plus accrued interest and fees outstanding on its revolving credit facilities with Frost Bank. Upon such repayment, the Company terminated all of its credit facilities with Frost Bank.
| (d) | Exhibits. |
| 4.1 | Indenture between Hallmark Financial Services, Inc. and The Bank of New York Mellon Trust Company, N.A. dated August 19, 2019. |
| 4.2 | First Supplemental Indenture between Hallmark Financial Services, Inc. and The Bank of New York Mellon Trust Company, N.A. dated August 19, 2019. |
| 5.1 | Opinion of McGuire, Craddock & Strother, P.C. |
| 23.1 | Consent of McGuire, Craddock & Strother, P.C. (included in Exhibit 5.1) |
HALLMARK FINANCIAL SERVICES INC Exhibit
EX-4.1 2 tv527923_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION HALLMARK FINANCIAL SERVICES,…
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About HALLMARK FINANCIAL SERVICES, INC. (NASDAQ:HALL)
Hallmark Financial Services, Inc. is an insurance holding company. The Company markets, distributes, underwrites and services its property/casualty insurance products to businesses and individuals. Its business involves marketing, distributing, underwriting and servicing insurance products, as well as providing other insurance related services. Its segments include Standard Commercial Segment, Specialty Commercial Segment and Personal Segment. The Company’s Standard Commercial P&C operating unit primarily underwrites low-severity, short-tailed commercial property/casualty insurance products in the standard market. The Company reinsures a portion of the risk it underwrites in order to control the exposure to losses and to protect capital resources. Its Workers Compensation operating unit specializes in small and middle market workers compensation business. Its Specialty Commercial operating unit offers general aviation and satellite launch insurance products and services.
