Global Indemnity Group, LLC 8-K, filed Dec 16, 2021
Global Indemnity Group, LLC (GBLI)
About this 8-K
Global Indemnity Group, LLC filed this 8-K on December 16, 2021, reporting on events of December 15, 2021.
Items reported
- Item 3.01: Delisting notice or listing transfer
- 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) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
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:
| 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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On December 15, 2021, Global Indemnity Group, LLC (the “Company”) provided written notice to the Nasdaq Global Select Market (“Nasdaq”) that the Company intends to voluntarily transfer the listing of its Class A common shares, without par value (“Class A Common Shares”), and 7.875% Subordinated Notes due 2047, from Nasdaq to the New York Stock Exchange (“NYSE”). The Company expects trading of its Class A Common Shares and 7.875% Subordinated Notes to commence on the NYSE on January 3, 2022. The Company’s Class A Common Shares and 7.875% Subordinated Notes due 2047 will trade on NYSE under the ticker symbols “GBLI” and “GBLL” respectively. Until the transfer of the listing to the NYSE is completed, the Company’s Class A Common Shares and 7.875% Subordinated Notes due 2047 will continue to trade on Nasdaq.
A copy of the press release issued by the Company in connection with the transfer of its listing is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release for Global Indemnity Group, LLC, dated December 16, 2021 | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are 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 | ||||||
| December 16, 2021 | By: | /s/ Stephen W. Ries | ||||
| Name: | Stephen W. Ries | |||||
| Title: | Secretary | |||||
Exhibit 99.1
PRESS RELEASE
| For release: | December 16, 2021 | |
| Contact: | Media | |
| Stephen W. Ries | ||
| Head of Investor Relations | ||
| (610) 668-3270 | ||
| sries@global-indemnity.com | ||
Global Indemnity Group Announces Transfer to the New York Stock Exchange
Bala Cynwyd, Pennsylvania — December 16, 2021
Global Indemnity Group, LLC (NASDAQ:GBLI) (the “Company”) announced today it is transferring the listing of its Class A Common shares and its 7.875% Subordinated Notes Due 2047 to the New York Stock Exchange (“NYSE”) from the NASDAQ Global Select Market (“NASDAQ”).
The transfers to the NYSE are expected to be effective January 3, 2022 and will trade under the symbols, GBLI and GBLL, respectively. Trading on the NASDAQ is expected to continue until the close of business on December 31, 2021. The transfer is expected to be seamless to the Company’s investors and shareholders, and no action is required on their part.
Chairman of the Board of Directors, Saul A. Fox, said, “The New York Stock Exchange is home to a multitude of world-class companies including 72% of the Fortune 500, and 87% of all qualified publicly traded property and casualty insurance companies. Moving to the prestigious New York Stock Exchange better aligns us with our peers, allows better market visibility for Global Indemnity, and facilitates a broader shareholder reach. The world-class services provided by the New York Stock Exchange will be integral in delivering on our continued commitment to long-term value for our shareholders. We are excited to call the NYSE home.”
“We are excited to welcome Global Indemnity as the newest member of the NYSE community,” said John Tuttle, Vice Chairman and Chief Commercial Officer, NYSE Group.
About Global Indemnity Group, LLC and its subsidiaries
Global Indemnity Group, LLC (NASDAQ: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 |
| • | Specialty Property |
| • | Farm, Ranch, & Stable |
| • | Reinsurance |
For more information, visit the Company’s website at www.global-indemnity.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.