Item 1.01 Entry into a Material Definitive Agreement
On
The Notes were offered in
The Notes bear interest at a rate of 7.375% per annum, payable semiannually in
cash in arrears on
The net proceeds from the offering of the Notes were used, in part, to repay all amounts outstanding under the Company's existing secured term loan facility. The remainder of the net proceeds will be used for general corporate purposes, including potential capital contributions to support the growth of new business production and operations of the Company's subsidiaries.
The Notes are unsubordinated secured obligations of the Company, secured (subject to permitted liens and certain other exceptions) by a first priority lien on the collateral that secures the Company's obligations under the Company's existing secured credit facility or certain other future debt of the Company. To the extent such collateral is released under the Company's existing secured credit facility and such other future debt of the Company, such collateral will also be released under the Notes.
The Notes are fully and unconditionally guaranteed on a first priority secured basis (subject to permitted liens and certain other exceptions) by NMI Services and each future subsidiary of the Company that guarantees the obligations under the Company's existing secured credit facility or under certain other future debt of the Company. To the extent any guarantor is released from its obligations under the Company's existing secured credit facility and such other future debt of the Company, such guarantor will also be released from its obligation to guarantee the Notes.
At any time, or from time to time, prior to
Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each holder of the Notes will have the right to require the Company to make an offer to repurchase the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of the repurchase.
The Indenture contains covenants that limit, among other things, the ability of (1) the Company or any subsidiary to create or incur liens on Company or subsidiary assets; (2) the Company or any Guarantor to merge or consolidate with a third party or sell all or substantially all of its assets to a third party; and (3) a subsidiary to guarantee certain indebtedness of the Company without guaranteeing the Notes. These covenants are subject to a number of important limitations, qualifications and exceptions set forth in the Indenture.
The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods).
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated into this Item 1.01 by reference.
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Item 2.03 Creation of a Direct Financial Obligation.
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) Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofJune 19, 2020 , amongNMI Holdings, Inc. , NMIServices, Inc. as the Initial Guarantor, and theBank of New York Mellon Trust Company, N.A. as Trustee and Notes Collateral Agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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