OLD REPUBLIC INTERNATIONAL CORPORATION (NYSE:ORI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement.
Old Republic International Corporation (the “Company” or “ORI”) here by reports the execution of an extension of benefits afforded by the Company’s existing shareholders rights plan, original dated as of June 26, 1997 and most recently dated June 26, 2007 (the “Existing Agreement”), by amending and restating its existing provisions in an Amended and Restated Rights Agreement dated as of June 26, 2017 (the “Amended Agreement”). The intention to extend this agreement was reported earlier this year in an 8-K filing dated February 27, 2017. The Amended Agreement, which is materially the same as the Existing Agreement, is intended to deter coercive or abusive tender offers and market accumulations. The Amended Agreement encourages an acquirer to negotiate with the Company’s Board of Directors and enhances the Board’s ability to act in the best interest of all the Company’s shareholders.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Agreement, a copy of which has been filed as Exhibit4.1 to the Company’s Amendment No. 4 on Form 8-A/A-4 filed with the Securities and Exchange Commission on August 28, 2017 and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
*99.1 Amended and Restated Rights Agreement between the Company and Wells Fargo Bank N.A. , dated as of June 26, 2017 including as Exhibit A thereto, the Certificate of Designations of Series A Junior Preferred Stock of Old Republic International Corporation, and as Exhibit B thereto, the amended and restated Form of Right Certificate. (As filed as Exhibit 4.1 to the Registrant’s Form 8-A/A-4 filed August 28, 2017.)
* Exhibit incorporated herein by reference.
About OLD REPUBLIC INTERNATIONAL CORPORATION (NYSE:ORI)
Old Republic International Corporation is a holding company. The Company is engaged in business of insurance underwriting and related services. The Company conducts its operations through various regulated insurance company subsidiaries, which are organized into three segments: General Insurance Group, Title Insurance Group and the Republic Financial Indemnity Group (RFIG) Run-off Business. The Company’s General Insurance segment consists of property and liability insurance, and offers coverages to businesses, government and other institutions. The Company’s Title Insurance Group’s business consists of the issuance of policies to real estate purchasers and investors based upon searches of the public records, which contain information concerning interests in real property. The Company’s RFIG run-off business consists of its mortgage guaranty and consumer credit indemnity (CCI) operations.