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): July 15, 2020

 

 

Global Indemnity Limited

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-34809   98-1304287

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

27 Hospital Road

George Town, Grand Cayman

KY1-9008, Cayman Islands

  None
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (345) 949-0100

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

 

Name of each exchange on which registered

A Ordinary Shares   GBLI   NASDAQ Global Select Market
7.75% Subordinated Notes due 2045   GBLIZ   NASDAQ Global Select Market
7.875% Subordinated Notes due 2047   GBLIL   NASDAQ Global Select Market

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 8.01

Other Events

GBLI Holdings, LLC, a Delaware limited liability company and a subsidiary of Global Indemnity Limited, announced that it will redeem all of their outstanding 7.75% Subordinated Notes due 2045 on August 15, 2020. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

(d): The following exhibits are being filed herewith.

 

Exhibit No.   

Description

99.1    Press Release dated July 15, 2020

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.

 

  Global Indemnity Limited
July 15, 2020   By:               /s/ Thomas M. McGeehan
    Name: Thomas M. McGeehan
    Title: Chief Financial Officer

Exhibit 99.1

LOGO

PRESS RELEASE

 

For release:    July 15, 2020
  
Contact:   

Media

Stephen W. Ries

Senior Corporate Counsel & Secretary

(610) 668-3270

sries@global-indemnity.com

GBLI Holdings, LLC to Redeem 7.75% Subordinated Notes due 2045

Bala Cynwyd, Pennsylvania, July 15, 2020 (GLOBE NEWSWIRE) — GBLI Holdings, LLC, a Delaware limited liability company and a subsidiary of Global Indemnity Limited (Nasdaq: GBLI), today announced that it will redeem all of GBLI Holdings, LLC’s outstanding 7.75% Subordinated Notes due 2045 (CUSIP No. G3933F 121) (the “Notes”) on August 15, 2020 (the “Redemption Date”). On the Redemption Date, GBLI Holdings, LLC will pay to the registered holders of the Notes a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the Redemption Date. As of July 15, 2020, $100,000,000 aggregate principal amount of the Notes were outstanding.

This press release does not constitute a notice of redemption of the Notes. Holders of the Notes should refer to the notice of redemption delivered to the registered holders of the Notes by Wells Fargo Bank, National Association, the trustee with respect to the Notes.

About Global Indemnity Limited and its subsidiaries

Global Indemnity Limited (Nasdaq:GBLI), through its several direct and indirect wholly owned subsidiary insurance and reinsurance companies, provides both admitted and non-admitted specialty property and casualty insurance coverages and individual policyholder coverages in the United States, as well as reinsurance worldwide. Global Indemnity Limited’s four primary segments are:

 

  •  

United States Based Commercial Specialty

 

  •  

United States Based Specialty Property

 

  •  

United States Based Farm, Ranch, & Stable

 

  •  

Bermuda Based Reinsurance

For more information, visit the Global Indemnity Limited’s website at http://www.globalindemnity.ky.

Forward-Looking Information

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements contained in this press release[1] do not address a number of risks and uncertainties, including COVID-19, risks and uncertainties related to the proposed redomestication of Global Indemnity Limited, and risks and uncertainties related to the proposed redemption. These statements are based on current

expectations as of the time of this press release and involve a number of risks, uncertainties and assumptions, including those described in Global Indemnity Limited’s filings with the Securities and Exchange Commission. Investors are cautioned that it is not possible for Global Indemnity Limited to predict all risks, nor can we assess the impact of all factors on its business or to the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. All forward-looking statements in this press release are based on information available to Global Indemnity Limited as of the date hereof. Please see Global Indemnity Limited’s filings with the Securities and Exchange Commission for a discussion of risks and uncertainties which could impact Global Indemnity Limited and for a more detailed explication regarding forward-looking statements. Global Indemnity Limited does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

 

[1]

Disseminated pursuant to the “safe harbor” provisions of Section 21E of the Security Exchange Act of 1934.

Contact:

Media

Stephen W. Ries

Senior Corporate Counsel & Secretary

(610) 668-3270

sries@global-indemnity.com