Current Report Filing (8-k)
July 19 2017 - 4:07PM
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): July 17, 2017
Health
Insurance Innovations, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-35811
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46-1282634
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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15438
N. Florida Avenue, Suite 201
Tampa,
Florida
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33613
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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: (877) 376-5831
Not
Applicable
(Former
name or former address, if changed since last report)
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:
[ ]
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
Item
1.01 Entry into a Material Definitive Agreement.
The
information set forth under Item 2.03, “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant,” is incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
June 17, 2017, Health Insurance Innovations, Inc. (the “Company”), through its subsidiary Health Plan Intermediaries
Holdings, LLC (“Borrower”), entered into a Credit Agreement (the “Credit Agreement”) among Borrower, the
Company, and certain of its affiliates, as guarantors, and SunTrust Bank, as lender (the “Lender”). The Credit Agreement
provides for a $30.0 million revolving credit facility (the “Credit Facility”) pursuant to which the Lender has agreed
to make revolving loans and issue letters of credit. The Credit Facility will be used for general corporate purposes, including
to fund ongoing working capital needs, capital expenditures, and permitted acquisitions. The Credit Facility also provides the
Borrower with the right to request additional incremental term loans thereunder up to an aggregate additional amount of $20 million,
subject to the satisfaction of certain additional conditions provided therein.
The
Credit Facility matures on July 17, 2020 (the “Termination Date”), and borrowings under the Credit Agreement can either
be, at the Borrower’s election: (i) at the Base Rate (which is the highest of the prime rate, the federal funds rate plus
0.50%, the one-month LIBOR index rate plus 1.00%, and zero) plus a spread ranging from 0.75% to 1.25% or (ii) at Adjusted LIBOR
(as defined in the Credit Agreement) plus a spread ranging from 1.75% to 2.25%. The applicable spread is dependent upon the Borrower’s
Consolidated Total Leverage Ratio (as defined in the Credit Agreement). Interest accrued on each Base Rate Loan (as defined in
the Credit Agreement) is payable in arrears on the last day of each calendar quarter and on the Termination Date. Interest accrued
on each Eurodollar Loan (as defined in the Credit Agreement) is payable on the last day of the applicable interest period, or
every three months, whichever comes sooner, and on the Termination Date.
The Credit Facility is secured by: (i) a first priority lien
on substantially all of the assets (subject to certain excluded assets) of Borrower and certain of its affiliates (including the
Company) and (ii) pledges of equity interests in the subsidiaries of the Company.
The
Credit Agreement contains customary covenants including, but not limited to, (i) a minimum interest coverage ratio and a maximum
Consolidated Total Leverage Ratio and (ii) limitations on incurrence of debt, investments, liens on assets, certain sale and leaseback
transactions, transactions with affiliates, mergers, consolidations and sales of assets. The Credit Agreement also includes customary
events of default, conditions, representations and warranties, and indemnification provisions.
The
foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to
the Credit Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 2.03 by reference.
Item
7.01. Regulation FD Disclosure.
On
July 19, 2017, the Company issued a press release announcing its entry into the Credit Facility, a copy of which is furnished
as Exhibit 99.1 and incorporated herein by reference.
Item
9.01(d). Financial Statements and Exhibits
Exhibit
No.
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10.1
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Credit
Agreement dated July 17, 2017 among Health Plan Intermediaries Holdings, LLC, as borrower, certain affiliates and subsidiaries,
as guarantors, and SunTrust Bank, as lender.
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99.1
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Press
Release dated July 19, 2017
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Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements other than historical fact, and may include statements
relating to goals, plans and projections regarding new markets, products, services, growth strategies, anticipated trends in the
Company’s business and anticipated changes and developments in the United States health insurance system and laws. Forward-looking
statements are based on the Company’s current assumptions, expectations and beliefs are generally identifiable by use of
words “may,” “might,” “will,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or
“continue,” or similar expressions and involve significant risks and uncertainties that could cause actual results,
developments and business decisions to differ materially from those contemplated by these statements. These risks and uncertainties
include, among other things, the Company’s ability to maintain relationships and develop new relationships with health insurance
carriers and distributors, its ability to retain its members, the demand for the Company’s products, the amount of commissions
paid to the Company or changes in health insurance plan pricing practices, the Company’s ability to integrate its acquisitions,
competition, changes and developments in the United States health insurance system and laws, and the Company’s ability to
adapt to them, the ability to maintain and enhance the Company’s name recognition, difficulties arising from acquisitions
or other strategic transactions, and the Company’s ability to build the necessary infrastructure and processes to maintain
effective controls over financial reporting. These and other risk factors that could cause actual results to differ materially
from those expressed or implied in the Company’s forward-looking statements are discussed in the Company’s most recent
Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) as well as other documents that may be filed
by the Company from time to time with the Securities and Exchange Commission, which are available at www.sec.gov. Any forward-looking
statement made by the Company in this report is based only on information currently available to the Company and speaks only as
of the date on which it is made. You should not rely on any forward-looking statement as representing the Company’s views
in the future. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral,
that may be made from time to time, whether as a result of new information, future developments or otherwise.
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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HEALTH
INSURANCE INNOVATIONS, INC.
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By:
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/s/
Michael D. Hershberger
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Name:
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Michael
D. Hershberger
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Title:
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Chief
Financial Officer, Treasurer, and Secretary
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Date:
July 19, 2017
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