UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Exact Name of Registrant as Specified in Charter)
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(I.R.S. Employer Identification No.) |
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P.O. Box HM 1282 Hamilton HM FX Bermuda | |
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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).
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On July 15, 2022, each of Argo Group International Holdings, Ltd., Argo Group US, Inc., Argo International Holdings Limited and Argo Underwriting Agency Limited (as “Borrowers”) entered into an Amendment No. 2 to the Credit Agreement (“Amendment No. 2”) with JPMorgan Chase Bank, N.A., as the administrative agent and as lender, and the other lenders party thereto, with respect to its existing Credit Agreement, dated as of November 2, 2018, among the Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent and as a lender, and the other lenders party thereto (the “Credit Agreement”).
Pursuant to Amendment No. 2, the Credit Agreement was amended to replace the definition of “Tangible Net Worth” in Section 1.01 of the Credit Agreement to read as follows:
“Tangible Net Worth” means, with respect to the Parent, an amount equal to (a) the Parent’s total shareholder’s equity determined in accordance with GAAP, minus (b) the aggregate book value of the intangible assets, including goodwill, all determined on a consolidated basis in accordance with GAAP; provided, however, that any accumulated other comprehensive income (loss) shown on a consolidated balance sheet of the Parent and its Subsidiaries shall be excluded.
The foregoing summary of Amendment No. 2 is not complete and is qualified in its entirety by reference to the full text of the Amendment No. 2, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| No. | Exhibit | |
| 10.1 | Amendment No. 2 to the Credit Agreement, dated July 15, 2022, by and among Argo Group International Holdings, Ltd., Argo Group U.S., Inc., Argo International Holdings Limited and Argo Underwriting Agency Limited, as Borrowers, and JPMorgan Chase Bank, N.A., individually and as Administrative Agent, and the other financial institutions signatory thereto. | |
| 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.
| Dated: July 21, 2022 | ARGO GROUP INTERNATIONAL HOLDINGS, LTD. | |
| By: | /s/ Scott Kirk | |
| Name: Scott Kirk | ||
| Title: Chief Financial Officer | ||