ITEM 1.01 Entry into a Material Definitive Agreement.
OnApril 7, 2022 ,Arch Capital Group Ltd. ("ACGL") and certain of its subsidiaries (such subsidiaries designated as co-borrowers are referred to as "Designated Subsidiary Borrowers" and, together with ACGL, the "Borrowers"), entered into a Second Amendment to the Third Amended and Restated Credit Agreement (the "Amendment") withBank of America, N.A ., as Administrative Agent and the lenders party thereto. The Amendment amends the existing Third Amended and Restated Credit Agreement of the Borrower, dated as ofDecember 17, 2019 , and as amended onAugust 12, 2020 andSeptember 29, 2021 (the "Existing Credit Agreement", and such Existing Credit Agreement, as amended by the Amendment, the "Credit Agreement"). The Credit Agreement provides for a$425 million secured facility for letters of credit (the "Tranche A Facility"), the size of which was increased by$175 million , from$250 million , by the Amendment. The Credit Agreement also provides for a$500 million unsecured facility for revolving loans and letters of credit (the "Tranche B Facility" and together with the Tranche A Facility, the "Senior Credit Facility"). Obligations of each Designated Subsidiary Borrower under the Tranche A Facility are secured by cash and eligible securities of such Designated Subsidiary Borrower held in collateral accounts. Subject to the receipt of commitments, the Senior Credit Facility may be increased up to an aggregate of$1.25 billion .Arch Capital Group (U.S.) Inc. ("ACUS") guarantees the obligations of ACGL, ACGL guarantees the obligations ofACUS andArch U.S. MI Holdings Inc. , andArch Capital Finance LLC guarantees the obligations of ACGL and ACUS. The commitments under the Credit Agreement will expire onDecember 17, 2024 , and all loans then outstanding under the Credit Agreement must be repaid at that time. Letters of credit issued under the Credit Agreement will not have an expiration date later thanDecember 17, 2025 . The Amendment also establishes Term SOFR as the new interest rate benchmark for amounts that previously bore interest by reference to LIBOR under the Existing Credit Agreement. The Credit Agreement contains customary representations and warranties, conditions to credit extensions, affirmative and negative covenants, and events of default. Each Designated Subsidiary Borrower (other than ACUS and any borrower whose principal business is mortgage insurance) is required to maintain a financial strength rating of at least "B++" byA.M. Best Company, Inc. or "BBB+" fromStandard & Poor's Financial Services LLC . In addition, ACGL is required to comply with a maximum consolidated leverage ratio covenant, and each of ACGL,Arch Reinsurance Company andArch Reinsurance Ltd. is required to comply with a minimum consolidated tangible net worth covenant.
The foregoing is a summary of certain terms of the Amendment and the Credit Agreement, does not purport to be completed and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report 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 in Item 1.01 of this Current Report is incorporated by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d): The following exhibits are being filed herewith.
EXHIBIT NO. DESCRIPTION 10.1 Second Amendment to Third Amended and
Restated Credit Agreement,
dated as of April 7, 20 22 , by
and among
Ltd., certain of its subsidiaries ,Bank of America, N.A ., as Administrative Agent, and the lenders party there to. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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