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): June 30, 2020
PROSIGHT GLOBAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-38996 | 35-2405664 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 412 Mt. Kemble Avenue, Suite 300, | ||
| Morristown, New Jersey | 07960 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(973) 532-1900
Registrant’s Telephone Number, Including
Area Code)
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 $0.01 per share | PROS | New York Stock Exchange | ||||||
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 x
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 1.01. | Entry into a Material Definitive Agreement. |
On June 30, 2020, ProSight Global, Inc. (“ProSight”) entered into an Incremental Facility Agreement and Amendment (the “Agreement”), with ProSight Specialty Insurance Group, Inc., ProSight Specialty Management Company, Inc., ProSight Specialty Insurance Brokerage, LLC, Citizens Bank, N.A., Regions Bank, Keybank National Association, CIBC Bank USA, Fifth Third Bank, National Association, Bank of Montreal, Chicago Branch, and Truist Bank, as administrative agent, pursuant to which certain of the lenders agreed to provide to ProSight revolving loan commitments in the aggregate amount of $65 million (the “Revolving Commitments”), on and subject to the terms of ProSight’s previously announced Credit Agreement, dated as of June 12, 2020 (the “Credit Agreement”).
The Agreement supplements the Credit Agreement by obtaining from lenders commitments with respect to the Credit Agreement’s revolving credit facility for which commitments had not yet been obtained on the date of the Credit Agreement.
In addition, pursuant to the Agreement, the parties have agreed to, among other things, amend the limitation on the size of the uncommitted incremental loan facility under the Credit Agreement to exclude the Revolving Commitments.
The Agreement contains customary representations and conditions precedent.
A description of the Credit Agreement is set forth in ProSight’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2020 and is incorporated herein by reference.
| 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 above is incorporated by reference herein.
| Item 8.01. | Other Events. |
On July 6, 2020, the Company issued a press release regarding its entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being filed herewith:
Exhibit Index to Current Report on Form 8-K
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated July 6, 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.
| ProSight Global, Inc. | ||
| (Registrant) | ||
| Date: July 6, 2020 | By: | /s/ Frank D. Papalia |
| Frank D. Papalia | ||
| Chief Legal Officer | ||
Exhibit 99.1
ProSight Specialty Insurance Announces Revolving Credit Agreement
Morristown, N.J., July 6, 2020 /PRNewswire/ – ProSight Global, Inc. (NYSE: PROS) (ProSight) today announced that it has closed a $65 million revolving credit facility. This announcement follows ProSight’s June 16 announcement of a $165 million delayed draw term loan to refinance $165m of existing indebtedness maturing in November 2020.
“We are pleased to have finalized this upsized revolver. This agreement builds upon our previously announced delayed draw term loan, and provides additional flexibility to support our growth,” said ProSight CEO and President Larry Hannon.
The joint lead arrangers of the revolving credit facility are SunTrust Robinson Humphrey, Citizens Bank, N.A., Regions Capital Markets, and KeyBank N.A.
Revolving Credit Facility Terms
The $65 million revolving credit facility has a three-year maturity and includes available interest rates linked to customary base rates and to LIBOR, and if drawn upon today would bear interest at LIBOR +300bps subject to a 75bp LIBOR floor based on ProSight's current debt to capitalization ratio.
The revolving credit facility contains customary representations, warranties, and covenants.
About ProSight
Founded in 2009 and headquartered in Morristown, New Jersey, ProSight Global, Inc. is an innovative property and casualty insurance company that designs unique insurance solutions to help customers improve their business and realize value from their insurance purchasing decision. The company focuses on select niche industries, deploying differentiated underwriting and claims expertise with the goal of enhancing each customer's operating performance. ProSight's products are sold through a limited and select group of retail and wholesale distribution partners. Each of ProSight's regulated insurance company subsidiaries are rated "A-" (Excellent) by A.M. Best. To learn more about ProSight visit www.prosightspecialty.com.
Forward-Looking Statements
This release contains forward-looking statements. Forward-looking statements include statements relating to future developments in ProSight business or expectations for ProSight’s future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “should,” “seek,” “continue,” and other words and terms of similar meaning. ProSight’s management believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Except as required by law, ProSight undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. ProSight cautions you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this release. For a discussion of some of the risks and important factors that could affect ProSight’s future results and financial condition, see our filings with the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, the risks and uncertainties included under the captions “Risk Factors” in ProSight’s most recent reports on Form 10-K and Form 10-Q filed with the SEC. References to “we,” “us,” “our,” the “Company” and “ProSight”, refer to ProSight Global, Inc. and its consolidated subsidiaries.
Inquiries:
Joe Hathaway
JHathaway@prosightspecialty.com
973.532.1706
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