HERITAGE INSURANCE HOLDINGS, INC. (NYSE:HRTG) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03
On September7, 2017, Heritage Insurance Holdings, Inc. (the “Company”) completed a private unregistered sale of an additional $11,750,000 aggregate principal amount (the “Additional Notes”) of its 5.875% convertible senior notes due 2037 (the “Convertible Notes”) to Citigroup Global Markets Inc., as the initial purchaser (the “Initial Purchaser”). In connection with the Company’s previously announced private unregistered offering of $125,000,000 aggregate principal amount of Convertible Notes, the Initial Purchaser was granted the option to purchase up to $18,750,000 of the Company’s Convertible Notes and the Additional Notes were issued and sold to the Initial Purchaser in connection with the Initial Purchaser’s partial exercise of such option.
The Additional Notes were issued under the Indenture (the “Indenture”), dated as of August16, 2017, among the Company, Heritage MGA, LLC, as guarantor, and Wilmington Trust, National Association, as trustee, establishing the terms and providing for the issuance of the Convertible Notes.
The foregoing descriptions of the Additional Notes and the Indenture are qualified in their entirety by reference to the Indenture and the Form of Note, copies of which were filed as Exhibits 4.1 and 4.2, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August16, 2017 and are incorporated by reference herein.
| Item 2.03 | Unregistered Sales of Equity Securities. |
The information set forth under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the Additional Notes to the Initial Purchaser in reliance on the exemption from registration provided by Section4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the Initial Purchaser to persons reasonably believed to be qualified institutional buyers to the exemption from registration provided by Rule 144A under the Securities Act. The shares of common stock issuable upon conversion of the Additional Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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.