Global Indemnity Group, LLC 8-K, filed Mar 10, 2022
Global Indemnity Group, LLC (GBLI)
About this 8-K
Global Indemnity Group, LLC filed this 8-K on March 10, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
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
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 8.01 | Other Events |
GBLI Holdings, LLC, a Delaware limited liability company and a subsidiary of Global Indemnity Group, LLC, announced that it will redeem all outstanding 7.875% Subordinated Notes due 2047 of GBLI Holdings, LLC and Global Indemnity Group, LLC on April 15, 2022. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d): The following exhibits are being filed herewith.
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 10, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Global Indemnity Group, LLC | ||||||
| March 10, 2022 | By: | /s/ Stephen W. Ries | ||||
| Name: | Stephen W. Ries | |||||
| Title: | Secretary | |||||
Exhibit 99.1
PRESS RELEASE
| For release: | March 10, 2022 | |
| Contact: | Media | |
| Stephen W. Ries | ||
| Head of Investor Relations | ||
| (610) 668-3270 | ||
| sries@gbli.com | ||
GBLI Holdings, LLC to Redeem 7.875% Subordinated Notes due 2047
Bala Cynwyd, Pennsylvania, (March 10, 2022) - GBLI Holdings, LLC, a Delaware limited liability company and a subsidiary of Global Indemnity Group, LLC (NYSE: GBLI), today announced that it will redeem all of GBLI Holdings, LLC’s outstanding 7.875% Subordinated Notes due 2047 (CUSIP No. 37959R202) (the “Notes”) on April 15, 2022 (the “Redemption Date”). On the Redemption Date, GBLI Holdings, LLC will pay to the registered holders of the Notes a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the Redemption Date. As of March 10, 2022, $130,000,000 aggregate principal amount of the Notes were outstanding.
This press release does not constitute a notice of redemption of the Notes. Holders of the Notes should refer to the notice of redemption delivered to the registered holders of the Notes by U.S. Bank, National Association, the trustee with respect to the Notes.
About Global Indemnity Group, LLC and its subsidiaries
Global Indemnity Group, LLC (NYSE:GBLI), through its several direct and indirect wholly owned subsidiary insurance companies, provides both admitted and non-admitted specialty property and casualty insurance coverages and individual policyholder coverages in the United States, as well as reinsurance worldwide. Global Indemnity Group, LLC’s four primary segments are:
| • | Commercial Specialty |
| • | Reinsurance |
| • | Farm, Ranch, & Stable |
| • | Exited Lines |
For more information, visit the Company’s website at www.gbli.com.
Forward-Looking Information
The forward-looking statements contained in this press release1 do not address a number of risks and uncertainties including, COVID-19. Investors are cautioned that Global Indemnity’s actual results may be materially different from the estimates expressed in, or implied, or projected by, the forward looking statements. These statements are based on estimates and information available to us at the time of this press release. All forward-looking statements in this press release are based on information available to Global Indemnity as of the date hereof. Please see Global Indemnity’s filings with the Securities and Exchange Commission for a discussion of risks and uncertainties which could impact the company and for a more detailed explication regarding forward-looking statements. Global Indemnity does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
| [1] | Disseminated pursuant to the “safe harbor” provisions of Section 21E of the Security Exchange Act of 1934. |