UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 15, 2004
THE PMI GROUP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-13664 | | 94-3199675 |
| (State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3003 Oak Road, Walnut Creek, California 94597-2098
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area code: (925) 658-7878
(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 (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)) |
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure provided under Item 2.03 below is hereby incorporated by reference into Item 1.01
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On December 15, 2004, The PMI Group, Inc. (“PMI”) entered into a Revolving Credit Agreement (the “Agreement”) with the following lenders: Bank of America, N.A., Administrative Agent; Citibank, N.A., Co-Documentation Agent; Wachovia Bank, National Association, Co-Documentation Agent; SunTrust Bank; and JPMorgan Chase Bank (collectively, the “Lenders”). Banc of America Securities LLC is the Sole Lead Arranger and Sole Book Manager.
Pursuant to the Agreement, the Lenders have provided PMI with a five year revolving credit facility. The aggregate commitment of the Lenders under the credit facility is $175 million, which may be increased up to $200 million at the request of PMI subject to, among other things, there existing no event of default and the agreement of one or more Lenders to the requested increase. In addition to applicable utilization fees and facility fees, any loan made to PMI by the Lenders pursuant to the Agreement will bear interest, at PMI’s option, at a rate equal to either: (i) the Eurodollar Rate plus an Applicable Margin (as defined by the Agreement), or (ii) the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) Bank of America’s publicly announced prime rate. PMI may repay outstanding principal and interest in whole or in part without penalty, subject to reimbursement of certain costs of the Lenders.
PMI may use any proceeds from the Agreement for working capital, capital expenditures and any other lawful purpose. There are no loans currently outstanding under the Agreement.
The Agreement provides for customary representations, warranties, negative and affirmative covenants (including certain financial covenants relating to PMI’s adjusted consolidated net worth, consolidated total indebtedness to consolidated total capitalization ratio, and maximum risk to statutory capital ratio), and includes customary events of default and certain cross default provisions.
The above description is qualified in its entirety by reference to the full and complete terms contained in the Agreement, which is filed as Exhibit 10.40 hereto and incorporated by reference herein. Certain of the Lenders and other parties to the Agreement and their affiliates have provided investment banking, underwriting, lending and other advisory services to PMI and received customary compensation from PMI for such services. In the ordinary course of their businesses, subsidiaries of PMI may provide private mortgage insurance, related credit enhancement products and contract underwriting services to the Lenders or their affiliates.
Item 9.01(c). Financial Statements and Exhibits.
The following material is an exhibit to this Current Report on Form 8-K:
| | |
Exhibit No.
| | Description
|
| 10.40 | | Revolving Credit Agreement, dated as of December 15, 2004, among The PMI Group, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, and the Lenders Party thereto. |
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.
| | | | |
| | | The PMI Group, Inc. |
| | | (Registrant) |
| | |
| December 21, 2004 | | By: | | /s/ Donald P. Lofe, Jr.
|
| | | | | Donald P. Lofe, Jr. |
| | | | | Executive Vice President and Chief Financial Officer |
| | |
| December 21, 2004 | | By: | | /s/ Brian P. Shea
|
| | | | | Brian P. Shea |
| | | | | Senior Vice President and Corporate Controller |
