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
October 10, 2024
Date of Report (Date of earliest event reported)
Hamilton Insurance Group, Ltd.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Bermuda | 001-41862 | 98-1153847 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | |
Wellesley House North, 1st Floor 90 Pitts Bay Road Pembroke Bermuda
(Address of principal executive offices)
HM 08
(Zip Code) |
(441) 405-5200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K 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 |
| Class B common shares, par value $0.01 per share | | HG | | 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
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 October 10, 2024, and effective October 25, 2024, Hamilton Re, Ltd. ("Hamilton Re"), amended its Third Amended and Restated Reimbursement Agreement dated as of August 30, 2017 (as amended from time to time) ("Agreement") with UBS AG, Stamford Branch ("UBS") by way of a Thirteenth Amendment to Third Amended and Restated Reimbursement Agreement ("Amendment"). Pursuant to the Amendment, UBS agreed to make available to Hamilton Re a secured letter of credit facility of $100 million and extend the Availability Period End Date to October 25, 2025. All undefined terms herein have their respective meanings as set forth in the Agreement.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| | | | | | | | |
| Exhibit No. | | Description |
| 10.1 | | |
| 101 | | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in Inline XBRL. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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Date: October 10, 2024 | | HAMILTON INSURANCE GROUP, LTD. |
| |
| | By: | /s/ Gemma Carreiro |
| | | Gemma Carreiro |
| | | Group General Counsel |
