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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/17/23 Argo Group Int’l Holdings, Ltd. 8-K:1,2,9 7/14/23 12:320K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 37K 2: EX-10.1 Material Contract HTML 55K 7: R1 Cover HTML 55K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2321427d1_8k_htm XML 22K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.DEF XBRL Definitions -- argo-20230714_def XML 75K 5: EX-101.LAB XBRL Labels -- argo-20230714_lab XML 108K 6: EX-101.PRE XBRL Presentations -- argo-20230714_pre XML 72K 3: EX-101.SCH XBRL Schema -- argo-20230714 XSD 14K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 37K 12: ZIP XBRL Zipped Folder -- 0001104659-23-081475-xbrl Zip 32K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i July 14, 2023
i Argo Group International Holdings, Ltd.
(Exact Name of Registrant as Specified in Charter)
| i Bermuda | i 001-15259 | i 98-0214719 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
|
Hamilton HM FX Bermuda | ||||
| (Address, Including Zip Code, of Principal Executive Offices) |
(Mailing Address) |
Registrant’s telephone number, including area code: ( i 441) i 296-5858
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:
i ¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communication 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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 July 14, 2023 (the “Amendment Effective Date”), Argo Group International Holdings, Ltd. (“Argo Group”) and Argo Group US, Inc. (together with Argo Group, the “Borrowers”) entered into Amendment No. 4 to the Credit Agreement (“Amendment No. 4”) with the financial institutions party thereto as lenders and JPMorgan Chase Bank, N.A., as the administrative agent (in such capacity, the “Administrative Agent”). Amendment No. 4 amends that certain Credit Agreement, dated as of November 2, 2018 (as amended, restated, amended and restated, supplemented and otherwise modified prior to the Amendment Effective Date, the “Credit Agreement”), by and among the Borrowers, the financial institutions party thereto as lenders and the Administrative Agent.
Amendment No. 4 amends the definition of “Change in Control” in the Credit Agreement, and certain other provisions therein, to permit the transactions consummated in connection with that certain Agreement and Plan of Merger, dated as of February 8, 2023, by and among Argo Group, Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”) and BNRE Bermuda Merger Sub Ltd., a wholly-owned subsidiary of Brookfield Reinsurance (“Merger Sub”), including the merger of Merger Sub with and into Argo Group.
The foregoing summary of Amendment No. 4 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 4, a copy of which is attached hereto as Exhibit 10.1 and 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 in Item 1.01 above is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| No. | Exhibit | |
| 10.1 | Amendment No. 4 to the Credit Agreement, dated July 14, 2023, by and among Argo Group International Holdings, Ltd., Argo Group US, Inc., as Borrowers, and JPMorgan Chase Bank, N.A., individually and as Administrative Agent, and the other financial institutions signatory thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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.
| Dated: July 17, 2023 | ARGO GROUP INTERNATIONAL HOLDINGS, LTD. | ||
| By: | /s/ Scott Kirk | ||
| Name: | Scott Kirk | ||
| Title: | Chief Financial Officer | ||
3
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/17/23 | |||
| For Period end: | 7/14/23 | |||
| 2/8/23 | 8-K, DEFA14A, SC 13D/A | |||
| 11/2/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/24 Argo Group Int’l Holdings, Inc. 10-K 12/31/23 164:45M Workiva Inc Wde… FA01/FA 8/08/23 Argo Group Int’l Holdings, Ltd. 10-Q 6/30/23 94:13M Workiva Inc Wde… FA01/FA |