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) November 7, 2022
SELECTIVE INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
| New Jersey | | 001-33067 | | 22-2168890 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| 40 Wantage Avenue, Branchville, New Jersey | 07890 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (973) 948-3000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | 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:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $2 per share | | SIGI | | The Nasdaq Stock Market LLC |
| Depositary Shares, each representing a 1/1,000th interest in a share of 4.60% Non-Cumulative Preferred Stock, Series B, without par value | | SIGIP | | The Nasdaq Stock Market LLC |
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. ¨
Section 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On November 7, 2022, Selective Insurance Group, Inc. (“Selective”) entered into that certain Credit Agreement (the “Agreement”), by and among Selective, the lenders named therein (collectively, the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”). Under the Agreement, the Lenders have agreed to provide Selective with a $50 million revolving credit facility, which can be increased to $125 million with the consent of the Lenders. The Agreement will mature on November 7, 2025.
Interest rates on borrowings under the credit facility are indexed to either a base rate or the term Secured Overnight Financing Rate (SOFR) for one-, three-, or six-month interest periods, as selected by Selective at the time of borrowing, plus a specified margin dependent on Selective’s debt rating.
The Agreement contains representations, warranties, and covenants that are customary for credit facilities of this type, including, without limitation, financial covenants under which Selective is obligated to maintain a minimum consolidated net worth and maximum ratio of consolidated debt to total capitalization, and covenants limiting the ability of Selective to: (i) merge or liquidate; (ii) incur debt or liens; (iii) dispose of assets; (iv) make investments and acquisitions; and (v) engage in transactions with affiliates.
The Agreement also contains customary events of default, including, without limitation: (i) failure to pay principal, interest, or fees when due; (ii) covenant default; (iii) material breach of representations or warranties; (iv) cross-default to other debt in excess of an agreed amount; (v) insolvency or bankruptcy; (vi) monetary judgment in excess of an agreed amount; and (vii) a change in control event. If an event of default under the Agreement occurs and is continuing, then the Administrative Agent, at the direction, or with the consent, of the Requisite Lenders (as defined in the Agreement), may declare outstanding obligations under the Agreement immediately due and payable.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
Selective was a party to that certain Credit Agreement (the “Prior Credit Agreement”), by and among Selective, the lenders named therein (collectively, the “Prior Credit Agreement Lenders”), and Bank of Montreal, Chicago Branch, as administrative agent, dated December 20, 2019, pursuant to which the Prior Credit Agreement Lenders agreed to provide Selective with a $50 million revolving credit facility, which could be increased to $125 million with the consent of the Prior Credit Agreement Lenders. The Prior Credit Agreement was scheduled to mature on December 20, 2022. In connection with entering into the Agreement, Selective exercised its early termination rights and terminated the Prior Credit Agreement, with such termination effective as of November 7, 2022. The Company terminated the Prior Credit Agreement early without penalty.
The foregoing description of the Prior Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Prior Credit Agreement, which is filed as Exhibit 10.34 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and is incorporated herein by reference.
Section 2 – Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
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.
| | SELECTIVE INSURANCE GROUP, INC. |
| | |
| Date: November 8, 2022 | By: | /s/ Michael H. Lanza |
| | | Michael H. Lanza |
| | | Executive Vice President and General Counsel |
