KINSALE CAPITAL GROUP, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On July 22, 2022, Kinsale Capital Group, Inc. (the “Company”) has concluded:

• a ticket purchase and private storage agreement (the “Ticket Purchase Agreement”)

   with PGIM, Inc. ("Prudential") and the purchasers of the Notes (as defined
   below) named in the Purchaser Schedule attached thereto (collectively, the
   "Note Purchasers"); and


• an amended and restated credit agreement (the “Credit Agreement”) with JPMorgan

   Chase Bank, N.A., as administrative agent and as issuing bank, Truist Bank, as
   syndication agent, and the lenders party thereto (collectively, the "Lenders").


Note the purchase and private shelf agreement

In accordance with the ticket purchase agreement, the July 22, 2022the Company has issued to purchasers of tickets $125,000,000 5.15% aggregate principal amount of Series A Senior Notes due July 22, 2034 (collectively, the “Series A Notes”). The Note Purchase Agreement also provides for the issuance of additional notes from time to time issued thereunder (the “Reserve Notes” and, together with the Series A Notes, the “Notes”) not to exceed $150,000,000 notes outstanding thereunder. Proceeds from the Notes may be used, among other things, to fund excess Kinsale Insurance Companya Arkansas insurance company and subsidiary of the Company (“Kinsale Insurance“), or any other subsidiary of the Company for insurance, debt refinancing and general corporate purposes.

The Note Purchase Agreement contains customary representations and positive and negative covenants, including financial covenants that require the Company to (i) have, on the last day of each fiscal quarter, a consolidated minimum Net value (as defined in the Ticket Purchase Agreement) of at least the sum of (a) $499,000,000 plus (b) for each fiscal year up to the term of the Note Purchase Agreement commencing with the fiscal year of the Company ending
December 31, 2021an amount equal to fifty percent (50%) of Consolidated Net Income (as defined in the Note Purchase Agreement) (provided that for the purpose of calculating Consolidated Net Income under this clause (b) , any unrealized after-tax gains and losses on equity investments will be excluded, to the extent that such equity investments are no longer classified as “available for sale” following the Company’s adoption of the standard ASU 2016-01 “Financial Instruments – Global: Recognition and Measurement of Financial Assets and Financial Liabilities”) for the Company’s most recently completed financial year (if positive) plus (c) an amount equal to 50% of the net cash proceeds received by the Company of the issue of any of its Equity Securities (as defined in the note purchase agreement) issued during the period from, and including, July 22, 2022 until the end of such fiscal quarter, (ii) have a ratio of Total Debt (as defined in the Note Purchase Agreement) to Total Capitalization (as defined in the Note Purchase Agreement) not exceeding 35% at any time, (iii) maintain the sum of its unrestricted cash plus unused availability under its principal revolving credit facility, including the Credit Facility (as defined below), which shall not be less than the sum of all payments of principal and interest on the Notes payable during the period immediately following 365 days at any time than the maximum aggregate amount of dividends which may be paid to the Company by Kinsale Insurance and any other regulated insurance company subsidiary of the Company during a fiscal year without regulatory approval is lower $50,000,000 and (iv) have a financial strength rating for each Regulated insurance company (as defined in the ticket purchase agreement) by AM Best Company of at least “A-” at all times. The Note Purchase Agreement also contains customary events of default (including non-payment of principal or interest and breach of covenants).

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credit agreement

Pursuant to the credit agreement, the lenders provided the company with a
$100 million senior unsecured revolving credit facility (the “Credit Facility”). Borrowings under the Credit Facility may be used for general corporate purposes (which may include, but are not limited to, financing future growth, financing working capital requirements, financing capital expenditures and refinancing, buyout or repayment of debt). Interest rates on borrowings under the Credit Agreement are based, at the option of the Company, on the SOFR adjusted forward rate (as defined in the Credit Agreement) or on the alternative base rate (as defined in the Credit Agreement) and on the applicable margin, as described in the Credit Agreement.

The Credit Agreement contains customary representations and affirmative and negative clauses, including financial clauses substantially identical to those described in clauses (i), (ii) and (iv) above with respect to the Purchase Agreement tickets. The credit agreement also contains customary events of default (including non-payment of principal or interest and breaches of covenants).

The foregoing descriptions of the Ticket Purchase Agreement and the Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the complete and complete terms contained in the Ticket Purchase Agreement and the Credit Agreement, a copy of each of which is attached as an exhibit and incorporated by reference into this Section 1.01.

Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.



The information described in point 1.01 above is incorporated by reference in this point 2.03.

Item 9.01. Financial statements and supporting documents.



(d) Exhibits.

Exhibit No.   Description
  10.1        Note Purchase and Private Shelf Agreement, dated as of July 22, 2022,
              among Kinsale Capital Group, Inc., PGIM, Inc. and the purchasers of
              the Notes named in the Purchaser Schedule attached thereto.

  10.2        Amended and Restated Credit Agreement, dated as of July 22, 2022,
              among Kinsale Capital Group, Inc., as borrower, JPMorgan Chase Bank,
              N.A., as administrative agent and as issuing bank, Truist Bank, as
              syndication agent, and the lenders party thereto.

104           Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document


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