UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 23, 2021, Stewart Information Services Corporation (the “Company”) entered into a Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”) which amends its existing Credit Agreement, dated as of November 9, 2018, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of May 7, 2020 (the “Existing Credit Agreement”, as amended by the Second Amendment, the “Credit Agreement”) by and among the Company, the guarantors named therein, BBVA USA, f/k/a/ Compass Bank, N.A., as administrative agent, issuing bank and a lender, and the other lenders party thereto. The Existing Credit Agreement provided for a line of credit of up to $200,000,000. The Second Amendment, among other changes, increases the line of credit to $350,000,000, extends the maturity of the Existing Credit Agreement from November 9, 2023 to March 23, 2026, adds Citizens Bank, N.A., Fifth Third Bank, National Association and Regions Bank as new lenders, increases the general restricted payment basket from $40,000,000 to $100,000,000, increases the general unsecured permitted debt basket from $100,000,000 to $250,000,000, removes the annual limit on capital expenditures, revises the definitions of “EBITDA” and “Fixed Charge Coverage Ratio”, and adds customary LIBOR benchmark replacement language. The provisions for an accordion of up to $50,000,000 in additional commitments under the Credit Agreement, if requested by the Company and approved under the process described in the Credit Agreement, remain unchanged.
The foregoing description is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The discussion of the Second Amendment set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are filed herewith:
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 thereunto duly authorized.
| STEWART INFORMATION SERVICES CORPORATION | |||
| By: | /s/ David C. Hisey | ||
| David C. Hisey, Chief Financial Officer, Secretary, Treasurer | |||
| Date: March 25, 2021 | |||