Hamilton Insurance Group, Ltd 8-K, filed Aug 12, 2024
Hamilton Insurance Group, Ltd. (HG)
8-K
2024-08-12
For: 2024-08-12
View Original
Added on
April 11, 2026
About this 8-K
Hamilton Insurance Group, Ltd filed this 8-K on August 12, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
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)
(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) (Zip Code) | ||
(441 ) 405-5200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K 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 1.01 - Entry Into a Material Definitive Agreement
On August 12, 2024, Hamilton Re, Ltd., Hamilton Insurance Designated Activity Company, Hamilton Insurance Group, Ltd. and Bank of Montreal entered into a Second Amendment (the "Second Amendment") to the Letter of Credit Agreement, dated as of August 13, 2021, as amended (the "Letter of Credit Agreement"), by and among Hamilton Re, Ltd., Hamilton Insurance Designated Activity Company, as Borrowers, Hamilton Insurance Group, Ltd., as Guarantor, the several financial institutions from time to time party to the Letter of Credit Agreement, as Lenders, and Bank of Montreal, as L/C Issuer and as a Lender, and Bank of Montreal, as Administrative Agent. All undefined terms herein have their respective meanings as set forth in the Letter of Credit Agreement.
The Second Amendment, among other things, extends the Termination Date to August 13, 2025.
The foregoing summary of the Second Amendment is not complete and is qualified in its entirety by reference to the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in Inline XBRL. | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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.
Date: August 12, 2024 | HAMILTON INSURANCE GROUP, LTD. | |||||||
| By: | /s/ Gemma Carreiro | |||||||
| Gemma Carreiro | ||||||||
| Group General Counsel | ||||||||
Execution Version 769803820 21679863 SECOND AMENDMENT THIS SECOND AMENDMENT (this “Amendment”), dated as of August 12, 2024 amends the Letter of Credit Agreement, dated as of August 13, 2021 (as amended by the First Amendment dated as of August 11, 2023 and as further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Hamilton Re, Ltd., an exempted company organized under the laws of Bermuda (the “Company”), Hamilton Insurance Designated Activity Company (“Hamilton Insurance” and together with the Company, each, a “Borrower” and together, the “Borrowers”), Hamilton Insurance Group, Ltd., an exempted company organized under the laws of Bermuda (the “Guarantor”), the financial institutions from time to time party thereto, as Lenders, Bank of Montreal as L/C Issuer, and Bank of Montreal, as Administrative Agent. Terms defined in the Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein. WHEREAS, the Borrowers desire that the Agreement be amended on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows: 1. AMENDMENTS. Effective as of the Second Amendment Effective Date (as defined below) (a) Section 1.1 of Agreement is amended to amend the definition of “Termination Date” in its entirety to read as follows: “Termination Date” means August 13, 2025. and (b) Section 6.10 of the Agreement is amended in its entirety to read as follows: Section 6.10 Use of Proceeds. Borrowers shall use the credit extended under this Agreement solely for the purposes set forth in, or otherwise permitted by, Section 5.4. Borrowers agree that they will not directly or indirectly use any proceeds of credit extended from BMO Bank N.A. to discharge any Obligation due or owing to an affiliate of BMO Bank N.A. under this Agreement. 2. CONDITIONS PRECEDENT. This Amendment shall become effective on the date that each of the conditions precedent set forth in this Section 2 shall have been satisfied (the “Second Amendment Effective Date”), and notice thereof shall have been given by the Administrative Agent to the Loan Parties and the Lenders. 2.1 Receipt of Documents. Administrative Agent shall have received this Amendment duly executed by each Loan Party, the Administrative Agent, and the Lenders. 2.2 Certificate. Administrative Agent shall have received a certificate of the corporate secretary or an assistant corporate secretary (or other senior officer) of each Loan Party, certifying as to (i) copies of such Loan Party’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto and (ii)
769803820 21679863 2 resolutions of such Loan Party’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Amendment and the Agreement as amended hereby and the consummation of the transactions contemplated hereby and thereby; 2.3 Opinion Letter. Administrative Agent shall have received the favorable written opinion of New York and Bermuda counsel to each Loan Party. 2.4 Costs and Expenses. Payment by Borrowers of all reasonable and documented out- of-pocket costs and expenses of Administrative Agent (including, without limitation, legal fees and expenses) owing in accordance with, and to the same extent and manner set forth in, Section 11.13 of the Credit Agreement. 2.5 Compliance with Warranties, No Default, etc. After giving effect to this Amendment, the following statements by the Loan Parties shall be true and correct (and the Loan Parties, by their execution of this Amendment, hereby represent and warrant to Administrative Agent and each Lender that such statements are true and correct as at such time): (a) each of the representations and warranties set forth in the Agreement and in the other Loan Documents shall be and remain true and correct in all material respects as of said time, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties shall be and remain true and correct in all material respects as of such earlier date; provided that any representation and warranty that is already qualified by “material” or “Material Adverse Effect” shall be true and correct in all respects; (b) no Default or Event of Default has occurred and is continuing; and (c) this Amendment has been duly authorized, executed, and delivered by such Loan Party and constitutes the valid and binding obligation of such Loan Party enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and the execution, delivery and performance of this Amendment by such Loan Party does not (a) contravene any provision of applicable Law or any judgment, injunction, order or decree binding upon such Loan Party or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and bylaws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of such Loan Party, (b) conflict with, contravene or constitute a default under any material indenture or agreement of or affecting such Loan Party or any of their Property, or (c) result in the creation or imposition of any Lien on any Property of such Loan Party. 3. MISCELLANEOUS. 3.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be an amendment to the Agreement, and the Agreement as amended hereby, shall remain in full force and effect and is hereby ratified, approved and confirmed in each and every respect. After the effectiveness of this Amendment in accordance with its terms, all references to the Agreement in
769803820 21679863 3 the Loan Documents or in any other document, instrument, agreement or writing shall be deemed to refer to the Agreement as amended hereby. Each other Loan Document is hereby ratified, approved and confirmed in each and every respect. Except as expressly modified in this Amendment, all of the terms, provisions and conditions of the Agreement, as heretofore amended, shall remain unchanged and in full force and effect. 3.2 Headings. Section headings used in this Amendment are for reference only and shall not affect the construction of this Amendment. 3.3 Execution in Counterparts. This Amendment may be executed in any number of counterparts, and by the different parties hereto on separate counterpart signature pages, each of which shall constitute an original, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopy, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment and such counterpart shall be deemed to be an original hereof. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 3.4 Incorporation of Agreement Provisions. The provisions of Sections 1.2, 11.8, 11.13, 11.16, 11.17, 11.21 and 11.22 of the Agreement are incorporated herein by reference as if fully set forth herein, mutatis mutandis. [Signature Pages Follow]
Second Amendment IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. HAMILTON RE, LTD. By /s/ Athena Tolosa Name Athena Tolosa Title CFO HAMILTON INSURANCE DESIGNATED ACTIVITY COMPANY By /s/ Robert Sean Vetch Name Robert Sean Vetch Title Director HAMILTON INSURANCE GROUP, LTD. By /s/ Craig Howie Name Craig Howie Title CFO BANK OF MONTREAL, as Administrative Agent By /s/ Benjamin Mlot Name Benjamin Mlot Title Director BANK OF MONTREAL, as L/C Issuer and as a Lender By /s/ Benjamin Mlot Name Benjamin Mlot Title Director