Date of Report (Date of Earliest Event Reported)
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December 20, 2017
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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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¨
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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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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
¨
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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.
¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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Exhibit No.
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Description
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10.1
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Amendment No. 9
, dated December 20, 2017, 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 20, 2017, related to the £455,000,000 Facility Agreement, dated November 8, 2017, among AmTrust Corporate Capital Limited, AmTrust Corporate Member Limited, AmTrust Corporate Member Two Limited, ANV Corporate Name Limited, AmTrust International Insurance, Ltd., AmTrust Financial Services, Inc., 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 21, 2017
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/s/ Stephen Ungar
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Stephen Ungar
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SVP, General Counsel and Secretary
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Period
:
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Consolidated Fixed Charge Coverage Ratio
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Effective Date through the date immediately preceding the Amendment No. 9 Effective Date
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4.0 to 1.0
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Amendment No. 9 Effective Date and thereafter
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2.0 to 1.0
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AMENDMENT AGREEMENT RELATING TO A
LETTER OF CREDIT FACILITY AGREEMENT
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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 4th floor, 1 Minster Court, Mincing Lane, London EC3R 7AA (“
ANV
” and, together with ACCL, ACML and ACM2L, the “
Corporate Members
”);
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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 251 Little Falls Drive, Wilmington, Delaware 19808 (the “
Guarantor
” and, together with the Corporate Members and the Account Party, the “
Obligors
”);
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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 8 November 2017 (as amended, restated, supplemented or otherwise modified from time to time, prior to giving effect to this Agreement, the “
Facility Agreement
”) and made between the Parties, the Banks agreed to provide a letter of credit facility of up to £455,000,000 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 Guarantor and certain of its Subsidiaries seek to enter into (i) an agreement to effect the consummation of the transactions described in the Contribution and Stock Purchase Agreement dated November 3, 2017, by and among the Guarantor, Mayfield Holdings LLC
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(C)
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The Parties now wish to amend the Facility Agreement in accordance with the terms of this Agreement.
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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 following definitions shall be inserted in Facility Agreement in their appropriate alphabetical order:
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2.2
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With effect from the Amendment Effective Date, the definition of “Subsidiary” in the Facility Agreement shall be amended to insert the following wording after "
one or more subsidiaries of the parent
":
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2.3
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With effect from the Amendment Effective Date, Clause 14.2(p)(iii) of the Facility Agreement is amended as follows:
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(a)
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the word “
or
” at the end of paragraph (21) is deleted;
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(b)
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the full stop at the end of paragraph (22) is deleted and replaced with “
; or
”; and
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(c)
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a new paragraph (23) is inserted as follows:
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“
(23)
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any Security or Quasi-Security granted in relation to the property or assets of Specified Fee Business Holdco and/or any of its Subsidiaries, securing Indebtedness permitted under Clause 14.2(s)(xxxiv); provided that at no time shall any Security or Quasi-Security referred to in this paragraph (23) secure any of the property or assets of the Guarantor or any of its Subsidiaries.
”
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2.4
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With effect from the Amendment Effective Date, Clause 14.2(s) of the Facility Agreement is amended as follows:
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(a)
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the word “
and
” at the end of paragraph (xxxii) is deleted;
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(b)
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the full stop at the end of paragraph (xxxiii) is deleted and replaced with “
; and
”; and
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(c)
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a new paragraph (xxxiv) is inserted as follows:
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“
(xxxiv)
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Indebtedness incurred by Specified Fee Business Holdco and/or its Subsidiaries solely in relation to the Specified Fee Business Transactions at any time up to and including the Specified Fee Business Closing; provided that at no time after the Specified Fee Business Closing shall the Guarantor or any of its Subsidiaries constitute an obligor (however so described) with respect to any such Indebtedness.
”
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2.5
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With effect from the Amendment Effective Date, Clause 14.2(t)(ii) of the Facility Agreement is amended as follows:
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(a)
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the word “
or
” at the end of paragraph (9) is deleted;
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(b)
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the full stop at the end of paragraph (10) is deleted and replaced with “
; or
”; and
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(c)
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a new paragraph (11) is inserted as follows:
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“
(11)
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relating to the execution, delivery and performance of the Specified Fee Business Investment Agreement and the Specified Fee Business Ancillary Agreements and the consummation of the Specified Fee Business Transactions.
”
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2.6
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With effect from the Amendment Effective Date, Clause 14.2(v) of the Facility Agreement is amended as follows:
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(a)
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the word “
and
” at the end of paragraph (xiv) is deleted;
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(b)
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the full stop at the end of paragraph (xv) is deleted and replaced with “
; and
”; and
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(c)
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a new paragraph (xvi) is inserted as follows:
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“
(xvi)
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From and after the Specified Fee Business Closing, ownership by the Guarantor (directly or indirectly) of Equity Interests issued by Specified Fee Business Holdco
.”
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2.7
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With effect from the Amendment Effective Date, Clause 14.2(y) of the Facility Agreement is amended to insert the following wording at the end of the first sentence thereto:
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3.
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CONSENT
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3.1
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Subject to: (i) the conditions precedent set forth in Clause 5.4 below; and (ii) the representation made in Clause 4.3 below being true and accurate in all material respects, and notwithstanding anything to the contrary in the Facility Agreement or the other Finance Documents, the Agent and the Banks hereby consent to the performance by the Guarantor and its Subsidiaries of the Specified Fee Business Investment Agreement and the Specified Fee Business Ancillary Agreements and the consummation of the Specified Fee Business Transactions.
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4.
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REPRESENTATIONS AND WARRANTIES
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4.1
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Subject to Clause 4.2 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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4.2
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Each Obligor gives each representation and warranty under Clause 4.1 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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4.3
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The Guarantor represents and warrants that the performance of, or under, the Specified Fee Business Investment Agreement, the Specified Fee Business Ancillary Agreements and the
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5.
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CONTINUITY AND FURTHER ASSURANCE
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5.1
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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), in each case, notwithstanding the amendment to the Facility Agreement made pursuant to this Agreement.
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5.2
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Prospective effect only
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5.3
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Actions already taken
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5.4
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Conditions precedent
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5.5
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Further assurance
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6.
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AMENDMENTS
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7.
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TRANSFERS
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8.
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INCORPORATION OF TERMS
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9.
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GOVERNING LAW
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10.
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LENDER CONFIRMATION DATE
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SIGNED for and on behalf of AMTRUST CORPORATE CAPITAL LIMITED
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/s/ Jeremy Cadle
Jeremy Cadle
Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of AMTRUST CORPORATE MEMBER LIMITED
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/s/ Jeremy Cadle
Jeremy Cadle
Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of AMTRUST CORPORATE MEMBER TWO LIMITED
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/s/ Jeremy Cadle
Jeremy Cadle
Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of ANV CORPORATE NAME LIMITED
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/s/ Jeremy Cadle
Jeremy Cadle
Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of AMTRUST INTERNATIONAL INSURANCE, LTD.
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/s/ Chris Souter
Chris Souter
Chief Financial Officer
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Signature
Print Name
Job Title
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SIGNED for and on behalf of AMTRUST FINANCIAL SERVICES, INC.
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/s/ Stephen Ungar
Stephen Ungar
Secretary
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Signature
Print Name
Job Title
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SIGNED for and on behalf of ING BANK N.V., LONDON BRANCH
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/s/ Nick Marchant
Nick Marchant
Director
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Signature
Print Name
Job Title
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/s/ Mike Sharman
Mike Sharman
Managing Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of THE BANK OF NOVA SCOTIA, LONDON BRANCH
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/s/ Ralph Booth
Ralph Booth
Managing Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of BANK OF MONTREAL, LONDON BRANCH
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/s/ Tom Woolgar
Tom Woolgar
Managing Director
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Signature
Print Name
Job Title
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/s/ Jean-Jacques Van Helten
Jean-Jacques Van Helten
Managing Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of ING BANK N.V., LONDON BRANCH
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/s/ Nick Marchant
Nick Marchant
Director
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Signature
Print Name
Job Title
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/s/ Mike Sharman
Mike Sharman
Managing Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of THE BANK OF NOVA SCOTIA, LONDON BRANCH
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/s/ Ralph Booth
Ralph Booth
Managing Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of BANK OF MONTREAL, LONDON BRANCH
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/s/ Tom Woolgar
Tom Woolgar
Managing Director
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Signature
Print Name
Job Title
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/s/ Jean-Jacques Van Helten
Jean-Jacques Van Helten
Managing Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of ING BANK N.V., LONDON BRANCH
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/s/ Nick Marchant
Nick Marchant
Director
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Signature
Print Name
Job Title
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/s/ Mike Sharman
Mike Sharman
Managing Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of ING BANK N.V., LONDON BRANCH
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/s/ Nick Marchant
Nick Marchant
Director
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Signature
Print Name
Job Title
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/s/ Mike Sharman
Mike Sharman
Managing Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of ING BANK N.V., LONDON BRANCH
|
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/s/ Nick Marchant
Nick Marchant
Director
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Signature
Print Name
Job Title
|
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/s/ Mike Sharman
Mike Sharman
Managing Director
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Signature
Print Name
Job Title
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SIGNED for and on behalf of ING BANK N.V., LONDON BRANCH
|
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/s/ Nick Marchant
Nick Marchant
Director
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Signature
Print Name
Job Title
|
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/s/ Mike Sharman
Mike Sharman
Managing Director
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Signature
Print Name
Job Title
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