STEWART INFORMATION SERVICES CORPORATION 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 8.01 with respect to the Indenture and the issuance and sale of the Notes (each term as defined below) is incorporated herein by reference.
Item 8.01 Other Events.
On
The Notes were issued pursuant to an Indenture, dated as of
The Notes will bear interest at a fixed rate of 3.600% per annum. Interest on
the Notes is payable semi-annually on each
At any time prior to
• 100% of the principal amount of the Notes to be redeemed; or
• the sum of the present values of the remaining scheduled payments of principal
and interest on the Notes to be redeemed (exclusive of the interest accrued to the date of redemption and assuming for these purposes that the Notes mature on the Par Call Date) computed by discounting such payments to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at a rate equal to the sum of 30 basis points plus the Adjusted Treasury Rate on the third business day prior to the redemption date, as calculated by an Independent Investment Banker;
plus, in each case, unpaid interest that has accrued to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).
At any time on or after the Par Call Date, the Notes are subject to redemption upon not less than 15 days' notice, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus unpaid interest that has accrued to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).
The Indenture contains customary terms and covenants, including covenants that limit, among other things, the ability of (i) the Company and its Covered Subsidiaries to incur indebtedness secured by a lien on voting stock of any Covered Subsidiary unless the Notes then outstanding are secured by such lien equally and ratably with (or prior to) such indebtedness and (ii) the Company to consolidate with or merge into any other entity or convey, transfer or lease all or substantially all of the Company's assets to another entity. Under certain events of default, including, without limitation, failure to pay when due any principal amount or certain cross defaults to other instruments, either the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal amount of the Notes to be due and payable immediately. In the case of certain events of bankruptcy or insolvency of the Company or any Significant Subsidiary, the principal amount of the Notes will be automatically due and payable immediately.
The Notes are the Company's general senior unsecured obligations, are not guaranteed by any of the Company's subsidiaries, rank equally in right of payment with the Company's existing and future senior unsecured indebtedness and are effectively subordinated to all liabilities of the Company's subsidiaries and to all of the Company's secured indebtedness to the extent of the value of the collateral securing such indebtedness.
The net proceeds received by the Company, after deducting the underwriting
discount and estimated offering expenses payable by the Company, were
approximately
The foregoing description of the issuance, sale and terms of the Notes does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture entered into in connection therewith. The Underwriting Agreement, the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Form of Note are attached hereto as Exhibits 1.1, 4.1, 4.2, 4.3, and 4.4 to this Current Report on Form 8-K.
Opinion of counsel for the Company relating to the validity of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 1.1 Underwriting Agreement, dated as ofNovember 17, 2021 amongStewart Information Services Corporation andGoldman Sachs & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters named on Schedule I thereto. 4.1 Indenture, dated as ofNovember 24, 2021 , betweenStewart Information Services Corporation andComputershare Trust Company, N.A. , as trustee (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 333-240279) and incorporated herein by reference). 4.2 First Supplemental Indenture, dated as ofNovember 24, 2021 , amongStewart Information Services Corporation andComputershare Trust Company, N.A. , as trustee. 4.3 Second Supplemental Indenture, dated as ofNovember 24, 2021 , amongStewart Information Services Corporation andComputershare Trust Company, N.A. , as trustee. 4.4 Form of Senior Notes due 2031 (included in Exhibit 4.3). 5.1 Opinion ofDavis Polk & Wardwell LLP with respect to the Notes. 23.1 Consent ofDavis Polk & Wardwell LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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