On May 28, 2019 (the “Effective Date”), Kinsale Capital Group, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders referred to therein (collectively, the “Lenders”). The description of the Credit Agreement provided below is qualified in its entirety by reference to the full and complete terms contained in the Credit Agreement, which is included as an exhibit to this report.

to the Credit Agreement, the Lenders have provided the Company with a $50 million senior unsecured revolving credit facility (the “Credit Facility”). Borrowings under the Credit Facility will be used to fund construction of the Company’s new headquarters and may also be used for working capital and general corporate purposes. Interest rates on borrowings under the Credit Agreement are based on prevailing interest rates and the applicable margin, as described in the Credit Agreement.

The Credit Agreement contains customary representations and affirmative and negative covenants, including financial covenants that require the Company to have (i) as of the last day of each fiscal quarter, a minimum Consolidated Net Worth (as defined in the Credit Agreement) of not less than the sum of (a) $212,500,000 plus (b) for each fiscal year through the term of the Credit Agreement commencing with the fiscal year of the Company ending December 31, 2019, an amount equal to fifty percent (50%) of Consolidated Net Income (as defined in the Credit Agreement) (provided that for purposes of calculating Consolidated Net Income in respect of this clause (b), any after-tax unrealized gains and losses on equity investments shall be excluded, to the extent such equity investments are no longer classified as “available-for-sale” following the Company’s adoption of accounting standard ASU 2016-01 “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”) for the most recently ended fiscal year of the Company (if positive) plus (c) an amount equal to 50% of the net cash proceeds received by the Company from the issuance of any of its Equity Interests (as defined in the Credit Agreement) issued during the period from, and including, the Effective Date through the end of such fiscal quarter, (ii) a ratio of Total Debt (as defined in the Credit Agreement) to Total Capitalization (as defined in the Credit Agreement) of no greater than 35% at any time and (iii) a financial strength rating for each Regulated Insurance Company (as defined in the Credit Agreement) by A.M. Best Company of no less than “A-” at any time. The Credit Agreement also contains customary events of default (including non-payment of principal or interest and breaches of covenants). If any event of default occurs and is not cured within the applicable grace period, the outstanding loans under the facility may be accelerated by lenders holding a majority of the loans under the Credit Agreement.

The information described under Item 1.01 above is incorporated herein by reference.

(d) Exhibits.

Kinsale Capital Group, Inc. Exhibit
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 – CREDIT AGREEMENT Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of May 28,…
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About KINSALE CAPITAL GROUP, INC. (NASDAQ:KNSL)

Kinsale Capital Group, Inc. is a specialty insurance company. The Company focuses on the excess and surplus lines (E&S) market in the United States. The Company operates through the Excess and Surplus Lines Insurance segment. The Company markets and sells these insurance products in approximately 50 states and the District of Columbia through a network of independent insurance brokers. The Company’s commercial lines offerings include construction, small business, excess casualty, general casualty, energy, professional liability, life sciences, product liability, allied health, healthcare, commercial property, management liability, environmental, inland marine, commercial insurance and public entity. The Company writes an array of coverages with a focus on smaller commercial buyers. The Company also writes a small amount of homeowners insurance in the personal lines market. The Company’s subsidiaries include Kinsale Management, Inc. and Kinsale Insurance Company.