Date of Report (Date of Earliest Event Reported)
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December 19, 2016
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Delaware
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001-33143
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04-3106389
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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59 Maiden Lane, 43
rd
Floor, New York, New York
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10038
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(212) 220-7120
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(Former name or former address, if changed since last report.)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4 (c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 9.01
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Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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10.1
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Amendment No. 7, dated December 19, 2016, to the Credit Agreement, dated September 12, 2014, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the various lending institutions party thereto.
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10.2
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Amendment Agreement, dated December 22, 2016, related to the £515,000,000 Facility Agreement, dated November 3, 2016, among the Company, AmTrust Corporate Capital Limited, AmTrust Corporate Member Limited, AmTrust Corporate Member Two Limited, ANV Corporate Name Limited, AmTrust International Insurance, Ltd., ING Bank N.V., London Branch, The Bank of Nova Scotia, London Branch and Bank of Montreal, London Branch.
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AmTrust Financial Services, Inc.
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(Registrant)
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Date
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December 22, 2016
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/s/ Stephen Ungar
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Stephen Ungar
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Senior Vice President, General Counsel and Secretary
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Dated 22 December 2016
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AmTrust Corporate Capital Limited
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AmTrust Corporate Member Limited
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AmTrust Corporate Member Two Limited
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ANV Corporate Name Limited
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as Corporate Members
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- and -
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AmTrust International Insurance, Ltd.
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as Account Party
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- and -
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AmTrust Financial Services, Inc.
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as Guarantor
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- and -
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The Banks and Financial Institutions
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Listed in Schedule 1 of the Amended Facility
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Agreement
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as Original Banks
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- and -
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ING Bank N.V., London Branch, The Bank of Nova
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Scotia, London Branch and Bank of Montreal
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London Branch
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as Mandated Lead Arrangers
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- and -
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ING Bank N.V., London Branch
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as Bookrunner, Agent, Issuing Bank and Security Trustee
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Amendment Agreement Relating to a Credit Facility Agreement
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Matter ref 1M1209/001503
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Hogan Lovells International LLP
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Atlantic House, Holborn Viaduct, London EC1A 2FG
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(1)
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AMTRUST CORPORATE CAPITAL LIMITED,
a company incorporated in England under registered number 08128684 whose registered office is at 2 Minster Court, Mincing Lane, London EC3R 7BB ("
ACCL
");
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(2)
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AMTRUST CORPORATE MEMBER LIMITED,
a company incorporated in England under registered number 03621278 whose registered office is at 1 Great Tower Street, London EC3R 5AA ("
ACML
");
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(3)
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AMTRUST CORPORATE MEMBER TWO LIMITED,
a company incorporated in England under registered number 05264527 whose registered office is at 1 Great Tower Street, London EC3R 5AA ("
ACM2L
");
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(4)
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ANV CORPORATE NAME LIMITED,
a company incorporated in England under registered number 06705037 whose registered office is at 4
th
floor, 1 Minster Court, Mincing Lane, London EC3R 7AA ("
ANV
");
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(5)
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AMTRUST INTERNATIONAL INSURANCE, LTD.,
a company incorporated in Bermuda under registered number 9551 whose registered office is at 7 Reid Street, Suite 400, Hamilton HM11, Bermuda (the "
Account Party
");
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(6)
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AMTRUST FINANCIAL SERVICES, INC.,
a corporation organised under the laws of Delaware whose registered office is at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (the
"Guarantor"
);
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(7)
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THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 OF THE AMENDED FACILITY AGREEMENT
(the "
Original Banks
");
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(8)
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ING BANK N.V., LONDON BRANCH,
as Bookrunner;
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(9)
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ING BANK N.V., LONDON BRANCH, THE BANK OF NOVA SCOTIA, LONDON BRANCH AND BANK OF MONTREAL, LONDON BRANCH
as Mandated Lead Arrangers (the "
Lead Arrangers
");
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(10)
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ING BANK N.V., LONDON BRANCH,
as Agent;
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(11)
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ING BANK N.V., LONDON BRANCH,
as Issuing Bank; and
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(12)
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ING BANK N.V., LONDON BRANCH,
as Security Trustee.
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(A)
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By a letter of credit facility agreement dated 26 November 2013, as amended and restated from time to time and most recently on 3 November 2016 (the
"Facility Agreement"
) and made between the Parties, the Banks agreed to provide a letter of credit facility of up to £515,000,000 to provide Funds at Lloyd's on behalf of the Corporate Members to support their underwriting at Lloyd's of London.
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(B)
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The Parties now wish to amend the Facility Agreement in accordance with the terms of this Agreement in order to (i) reflect the fact that ING will hold all of the Collateral in the ING Deposit Accounts, and the Scotia Deposit Accounts will no longer be used or required, and (ii) include an additional exception to clause 14.2(s) (
Indebtedness
) and clause 14.2(p) (
Negative Pledge
).
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1.
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DEFINITIONS AND INTERPRETATION
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1.1
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Words and expressions defined in the Facility Agreement have the same meaning in this Agreement unless otherwise defined herein.
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1.2
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In this Agreement:
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1.3
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The provisions of clauses 1.2 to 1.9 of the Amended Facility Agreement shall apply to this Agreement as if references therein to "this Agreement" were references to this Agreement.
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1.4
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From the Amendment Effective Date, any reference in any Finance Document to the Facility Agreement shall be read and construed for all purposes as a reference to the Amended Facility Agreement.
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2.
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AMENDMENT
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2.1
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With effect from the Amendment Effective Date, the definition of "Deposit Accounts" set out in clause 1.1 (
Definitions
) of the Facility Agreement shall be deleted and replaced with the following wording:
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2.2
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With effect from the Amendment Effective Date, the definition of "Scotia Deposit Accounts" set out in clause 1.1 (
Definitions
) of the Facility Agreement shall be deleted in its entirety.
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2.3
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With effect from the Amendment Effective Date, clause 10.1(b) (
Account Party to open Deposit Accounts
) of the Facility Agreement shall be deleted in its entirety.
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2.4
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With effect from the Amendment Effective Date, clause 10.3 (
Deposit Accounts to be funded on a pro rate basis and in specified currency
) of the Facility Agreement shall be deleted and replaced with:
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2.5
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With effect from the Amendment Effective Date, clause 14.2(s) (
Indebtedness
) of the Facility Agreement is amended to delete the “and” at the end of subsection (xxxii) thereof, replace the period at the end of subsection (xxxiii) with “; and” and insert a new subsection (xxxiv) therein as follows:
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2.6
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With effect from the Amendment Effective Date, clause 14.2(p)(iii) (
Negative Pledge
) of the Facility Agreement is amended to delete the “or” at the end of subsection (20) thereof, replace the period at the end of subsection (21) with “; or” and insert a new subsection (22) therein as follows:
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3.
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REPRESENTATIONS AND WARRANTIES
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3.1
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Subject to Clause 3.2 of this Agreement, each Obligor represents and warrants that each of the representations and warranties set out in clauses 13.2 to 13.33 of the Amended Facility Agreement, construed as if references therein to "this Agreement" were references to this Agreement, is true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "material", "Material Adverse Change" or similar wording, in all respects) as at the Amendment Effective Date.
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3.2
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Each Obligor gives each representation and warranty under Clause 3.1 in respect of itself only, and only to the extent that the terms of the relevant clause make the relevant clause applicable in respect of it.
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4.
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CONTINUITY AND FURTHER ASSURANCE
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4.1
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Continuing obligations
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(a)
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each Obligor that has granted Security pursuant to the Security Documents confirms that the Security created by the relevant Security Documents shall continue to fully secure the obligations of the relevant Obligors under the Finance Documents (including but not limited to the Amended Facility Agreement); and
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(b)
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the Guarantor confirms that from the Amendment Effective Date the guarantee and indemnity given by it in clause 12 (
Guarantee and Indemnity
) of the Facility Agreement will continue in full force and effect and will extend to all Obligations of each other Obligor under the Finance Documents (including but not limited to the Amended Facility Agreement),
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4.2
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Prospective effect only
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4.3
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Actions already taken
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4.4
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Further assurance
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5.
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AMENDMENTS
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6.
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TRANSFERS
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7.
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INCORPORATION OF TERMS
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8.
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GOVERNING LAW
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ACCL
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SIGNED
for and on behalf of )
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/s/ Jeremy Cadle
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Signature
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AMTRUST CORPORATE
)
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Jeremy Cadle
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PRINT NAME
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CAPITAL LIMITED
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Director
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Job title
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ACML
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SIGNED
for and on behalf of )
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/s/ Jeremy Cadle
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Signature
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AMTRUST CORPORATE
)
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Jeremy Cadle
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PRINT NAME
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MEMBER LIMITED
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Director
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Job title
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ACM2L
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SIGNED
for and on behalf of )
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/s/ Jeremy Cadle
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Signature
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AMTRUST CORPORATE
)
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Jeremy Cadle
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PRINT NAME
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MEMBER TWO LIMITED
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Director
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Job title
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ANV
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SIGNED
for and on behalf of )
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/s/ Jeremy Cadle
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Signature
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ANV CORPORATE
)
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Jeremy Cadle
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PRINT NAME
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NAME LIMITED
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Director
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Job title
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ACCOUNT PARTY
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SIGNED
for and on behalf of )
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/s/ Chris Souter
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Signature
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AMTRUST INTERNATIONAL
)
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Chris Souter
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PRINT NAME
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INSURANCE, LTD.
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Director, CFO, Secretary
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Job title
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GUARANTOR
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SIGNED
for and on behalf of )
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/s/ Evan Greestein
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Signature
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AMTRUST FINANCIAL
)
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Evan Greenstein
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PRINT NAME
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SERVICES, INC.
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VP, Treasurer
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Job title
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SIGNED
for and on behalf of )
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/s/ Mariette Groen
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Signature
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ING BANK N.V., LONDON BRANCH
)
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Mariette Groen
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PRINT NAME
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Director
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Job title
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/s/ Mike Sharman
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Signature
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Mike Sharman
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PRINT NAME
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Managing Director
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Job title
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SIGNED
for and on behalf of )
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/s/ NCF Petherbridge
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Signature
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THE BANK OF NOVA SCOTIA,
)
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NCF Petherbridge
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PRINT NAME
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LONDON BRANCH
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Managing Director
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Job title
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/s/ Samina Sajanial
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Signature
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Samina Sajanial
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PRINT NAME
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Director
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Job title
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SIGNED
for and on behalf of )
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/s/ Anthony Ebdon
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Signature
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BANK OF MONTREAL, LONDON BRANCH
)
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Anthony Ebdon
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PRINT NAME
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Managing Director
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Job title
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/s/ Bill Smith
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Signature
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Bill Smith
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PRINT NAME
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Managing Director
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Job title
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SIGNED
for and on behalf of )
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/s/ Mariette Groen
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Signature
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ING BANK N.V., LONDON BRANCH
)
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Mariette Groen
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PRINT NAME
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Director
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Job title
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/s/ Mike Sharman
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Signature
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Mike Sharman
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PRINT NAME
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Managing Director
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Job title
|
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SIGNED
for and on behalf of )
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/s/ NCF Petherbridge
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Signature
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THE BANK OF NOVA SCOTIA,
)
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NCF Petherbridge
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PRINT NAME
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LONDON BRANCH
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Managing Director
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Job title
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|
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/s/ Samina Sajanial
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Signature
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Samina Sajanial
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PRINT NAME
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Director
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Job title
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SIGNED
for and on behalf of )
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/s/ Anthony Ebdon
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Signature
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BANK OF MONTREAL, LONDON BRANCH
)
|
Anthony Ebdon
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PRINT NAME
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Managing Director
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Job title
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/s/ Andy McClinton
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Signature
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Andy McClinton
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PRINT NAME
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Managing Director
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Job title
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SIGNED
for and on behalf of )
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/s/ Mariette Groen
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Signature
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ING BANK N.V., LONDON BRANCH
)
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Mariette Groen
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PRINT NAME
|
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Director
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Job title
|
|
|
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/s/ Mike Sharman
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Signature
|
|
Mike Sharman
|
PRINT NAME
|
|
Managing Director
|
Job title
|
SIGNED
for and on behalf of )
|
/s/ Mariette Groen
|
Signature
|
ING BANK N.V., LONDON BRANCH
)
|
Mariette Groen
|
PRINT NAME
|
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Director
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Job title
|
|
|
|
|
/s/ Mike Sharman
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Signature
|
|
Mike Sharman
|
PRINT NAME
|
|
Managing Director
|
Job title
|
SIGNED
for and on behalf of )
|
/s/ Mariette Groen
|
Signature
|
ING BANK N.V., LONDON BRANCH
)
|
Mariette Groen
|
PRINT NAME
|
|
Director
|
Job title
|
|
|
|
|
/s/ Mike Sharman
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Signature
|
|
Mike Sharman
|
PRINT NAME
|
|
Managing Director
|
Job title
|
SIGNED
for and on behalf of )
|
/s/ Mariette Groen
|
Signature
|
ING BANK N.V., LONDON BRANCH
)
|
Mariette Groen
|
PRINT NAME
|
|
Director
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Job title
|
|
|
|
|
/s/ Mike Sharman
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Signature
|
|
Mike Sharman
|
PRINT NAME
|
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Managing Director
|
Job title
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