Current Report Filing (8-k)
June 13 2017 - 4:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
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June
8, 2017
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JAMES
RIVER GROUP HOLDINGS, LTD.
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(Exact name of registrant as specified in its charter)
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Bermuda
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001-36777
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98-0585280
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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Wellesley House, 2nd Floor, 90 Pitts Bay Road, Pembroke Bermuda
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HM 08
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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+1-441-278-4580
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2 below):
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¨
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Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
x
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 8, 2017, James River Group Holdings,
Ltd. (the “Company”) and its wholly-owned subsidiary, JRG Reinsurance Company Ltd. (“JRG Re”), entered
into a First Amendment (the “First Amendment”) among the Company, JRG Re, KeyBank National Association, as Administrative
Agent (the “Administrative Agent”), and the financial institutions that are parties thereto, which modifies the Company’s
Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of December 7, 2016, among the Company, JRG
Re, the Administrative Agent and the financial institutions that are parties thereto.
The First Amendment modifies the Credit
Agreement to, among other things:
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·
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exclude hybrid securities from certain
calculations of consolidated debt up to a maximum amount of $150 million;
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·
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increase the amount of additional debt
which the Company may incur under new financings on a secured or unsecured basis from $10 million to $150 million, subject to compliance
with applicable financial covenants, and with respect to additional secured debt, the reduction of the amount of outstanding letters
of credit under the Company’s existing $100 million secured letter of credit facility (which outstanding letters of credit
reduce the permitted amount of new secured financings on a dollar for dollar basis); and
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·
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adjust the amount of capital that the
Company may invest in merger and acquisition activity from $25 million for any individual acquisition (and $75 million in the aggregate
since December 7, 2016) to 50% of the consolidated net worth of the Company and its subsidiaries.
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The Administrative Agent and certain of
the financial institutions party to the First Amendment and/or the Credit Agreement, or their affiliates, have provided, and may
in the future provide, normal banking, investment banking and/or advisory services for the Company and/or its affiliates from time
to time, for which they have received, or may in the future receive, customary fees and expenses.
The forgoing description of the First Amendment
does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as an exhibit
hereto and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit No.
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Description
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10.1
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First Amendment to Amended and Restated Credit Agreement, dated June 8, 2017, among James River Group Holdings, Ltd., JRG Reinsurance Company Ltd., KeyBank National Association, as Administrative Agent, and the financial institutions that are parties thereto.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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James River Group Holdings, Ltd.
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Dated: June 13, 2017
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By:
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/s/ Sarah C. Doran
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Sarah C. Doran
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Chief Financial Officer
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Exhibits
Exhibit
No.
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Description
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10.1
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First Amendment to Amended and Restated Credit Agreement, dated June 8, 2017, among James River Group Holdings, Ltd., JRG Reinsurance Company Ltd., KeyBank National Association, as Administrative Agent, and the financial institutions that are parties thereto
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