Item 1.01 Entry into a Material Definitive Agreement.
On October 14, 2020, Essent Group Ltd. (the "Company"), Essent Irish
Intermediate Holdings Limited ("Essent Irish") and Essent US Holdings, Inc.
(together with the Company and Essent Irish, the "Borrowers") entered into a
Second Amended and Restated Credit Agreement, with a committed capacity of $625
million (the "Credit Agreement"), among the lenders party thereto (the
"Lenders") and JP Morgan Chase Bank, N.A., as administrative agent (the
"Administrative Agent"). The Credit Agreement amends and restates that certain
Amended and Restated Credit Agreement dated as of May 17, 2017, which was
subsequently amended by an Incremental Amendment No.1 dated as of May 2, 2018
(as amended, the "Prior Credit Agreement"), by and among the Borrowers, the
lenders party thereto and the Administrative Agent, as more fully disclosed in
the Company's disclosures on Forms 8-K filed with the Securities and Exchange
Commission on May 18, 2017 and May 7, 2018. The amended terms of the Credit
Agreement provide for (i) an increase in the revolving credit facility from $275
million under the Prior Credit Agreement to $300 million, (ii) the incurrence of
$100 million of new term loans in addition to the $225 million already
outstanding under the Prior Credit Agreement, the proceeds of which were used at
closing to pay down borrowings outstanding under the revolving credit facility,
and (iii) up to $150 million aggregate principal amount of uncommitted
incremental term loan and/or revolving credit facilities that may be exercised
at the Borrowers' option so long as the Borrowers receive commitments from the
Lenders. The revolving credit facility expires and the term loans mature under
the Credit Agreement on the third anniversary of closing, October 14, 2023.
Borrowings under the Credit Agreement will accrue interest at a floating rate
tied to a standard short-term borrowing index, selected at the Borrower's
option, plus an applicable margin. On the closing date, the minimum interest
rate for any borrowings was 1-Month LIBOR plus 2.0%. The obligations under the
Credit Agreement are secured by certain assets of the Borrowers, excluding the
stock and assets of their insurance and reinsurance subsidiaries.
All other material terms of the Credit Agreement remain substantially unchanged
from the terms of the Prior Credit Agreement as disclosed in the Company's
disclosures on Forms 8-K filed with the Securities and Exchange Commission on
May 18, 2017 and May 7, 2018.
J.P. Morgan Chase Bank, N.A., BofA Securities, Inc., and Royal Bank of Canada
acted as joint lead arrangers and joint book runners, and Associated Bank, N.A.,
Citizens Bank, N.A., KeyBank, N.A. and U.S. Bank National Association acted as
additional joint book runners, for the Credit Agreement.
A copy of the Credit Agreement is filed as Exhibit 10.1 to this report and is
incorporated into this Item 1.01 as if fully set forth herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K
concerning the Credit Agreement is incorporated by reference into this Item
2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Second Amended and Restated Credit Agreement, dated as of October 14,
2020, by and among Essent Group Ltd., Essent Irish Intermediate Holdings
Limited, and Essent US Holdings, Inc., as borrowers, the several banks and
other financial institutions or entities from time to time parties to this
agreement, as lenders, and JPMorgan Chase Bank, N.A., as administrative
agent.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses