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)
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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 registrants 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:
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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
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 June 2, 2023, we executed an Amended and Restated Credit Agreement to extend the term of our revolving credit facility from Fifth Third Bank for one additional year until December 31, 2024. Under the terms of the amendment, the maximum Debt to Capital Ratio as defined in the Credit Agreement is 67.5% until December 31, 2023, and 65% thereafter. The maximum balance of the line of credit remains at $50,000,000 and the borrowing rate is based partially on the one or three month Secured Overnight Finance Rate (known as SOFR) plus a 10 basis points adjustment.
The summary of the foregoing transaction is qualified in its entirety by reference to the Amended and Restated Credit Agreement and other amended documents, which are filed as Exhibits 99.1 through 99.3 to this Form 8-K and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 above.
Item 9.01. Exhibits.
Exhibit 99.1 Amended and Restated Credit Agreement
Exhibit 99.2 Amended and Restated Security and Pledge Agreement
Exhibit 99.3 Renewed, Amended and Restated Revolving Credit Promissory Note
Exhibit 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.
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HCI GROUP, INC. |
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Date: June 8, 2023 |
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By: |
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/s/ James Mark Harmsworth |
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Name: |
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James Mark Harmsworth |
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Title: |
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Chief Financial Officer |