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): December 1, 2022
HCI GROUP, INC.
(Exact name of registrant as specified in its charter)
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Florida |
| 01-34126 |
| 20-5961396 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification Number) |
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3802 Coconut Palm Drive Tampa, Florida 33619 | ||||
(Address of Principal Executive Offices) |
Registrant’s telephone number, including area code:
(813) 405-3600
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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Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock |
| HCI |
| New York Stock Exchange |
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 December 1, 2022, we completed an amendment to our revolving credit facility from Fifth Third Bank. Under the terms of the amendment, one parcel of land is released from the collateral pool and the maximum balance of the line of credit is reduced to $50,000,000, commensurate with the reduction in the collateral. Additionally, the Maximum Debt to Capital Ratio as defined in the Credit Agreement is set at 67.5% and the borrowing rate is based 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 Fifth Amendment to Credit Agreement, which is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.
See Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Fifth Amendment to Credit Agreement
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: December 7, 2022 |
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| By: |
| /s/ James Mark Harmsworth |
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| Name: |
| James Mark Harmsworth |
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| Title: |
| Chief Financial Officer |