Enact Holdings Enters Material Definitive Agreement
Ticker: ACT · Form: 8-K · Filed: May 28, 2024 · CIK: 1823529
| Field | Detail |
|---|---|
| Company | Enact Holdings, Inc. (ACT) |
| Form Type | 8-K |
| Filed Date | May 28, 2024 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.01, $750 million, $742.3 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation
Related Tickers: ENCT
TL;DR
Enact Holdings just signed a big deal, watch their financials.
AI Summary
On May 22, 2024, Enact Holdings, Inc. entered into a material definitive agreement related to a financial obligation. The company, formerly known as Genworth Mortgage Holdings, Inc., is incorporated in Delaware and headquartered in Raleigh, North Carolina.
Why It Matters
This filing indicates a significant new financial commitment or agreement for Enact Holdings, Inc., which could impact its financial obligations and future operations.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements can introduce new financial risks or opportunities that require careful evaluation.
Key Players & Entities
- Enact Holdings, Inc. (company) — Registrant
- Genworth Mortgage Holdings, Inc. (company) — Former Company Name
- May 22, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement entered into by Enact Holdings, Inc.?
The filing states that Enact Holdings, Inc. entered into a material definitive agreement, but the specific details of the agreement are not provided in this summary.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on May 22, 2024.
What was Enact Holdings, Inc. formerly known as?
Enact Holdings, Inc. was formerly known as Genworth Mortgage Holdings, Inc.
In which state is Enact Holdings, Inc. incorporated?
Enact Holdings, Inc. is incorporated in Delaware.
What is the business address and phone number of Enact Holdings, Inc.?
The business address is 8325 Six Forks Road, Raleigh, North Carolina 27615, and the telephone number is (919) 846-4100.
Filing Stats: 1,486 words · 6 min read · ~5 pages · Grade level 10.3 · Accepted 2024-05-28 17:14:25
Key Financial Figures
- $0.01 — ich registered Common stock, par value $0.01 per share ACT The Nasdaq Stock Mark
- $750 million — nounced underwritten public offering of $750 million principal amount of 6.250% Senior Notes
- $742.3 million — d offering expenses, were approximately $742.3 million. The Company intends to use the net pro
Filing Documents
- ny20024584x5_8k.htm (8-K) — 38KB
- ny20024584x5_ex1-1.htm (EX-1.1) — 182KB
- ny20024584x5_ex4-1.htm (EX-4.1) — 425KB
- ny20024584x5_ex4-2.htm (EX-4.2) — 154KB
- ny20024584x5_ex5-1.htm (EX-5.1) — 9KB
- ny20024584x5_ex5-1img001.jpg (GRAPHIC) — 2KB
- ny20024584x5_ex5-1img002.jpg (GRAPHIC) — 3KB
- 0001140361-24-027710.txt ( ) — 1129KB
- act-20240522.xsd (EX-101.SCH) — 4KB
- act-20240522_lab.xml (EX-101.LAB) — 21KB
- act-20240522_pre.xml (EX-101.PRE) — 16KB
- ny20024584x5_8k_htm.xml (XML) — 4KB
01
Item 1.01. Entry into a Material Definitive Agreement. Senior Notes Offering On May 28, 2024, Enact Holdings, Inc. (the "Company") completed its previously announced underwritten public offering of $750 million principal amount of 6.250% Senior Notes due 2029 (the "2029 Notes," and the offering, the "Offering"). The 2029 Notes were issued and sold pursuant to an underwriting agreement dated May 22, 2024 (the "Underwriting Agreement"), among the Company, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC , as representatives of the several underwriters named on Schedule 1 thereto. The 2029 Notes were issued under the Senior Indenture dated as of May 28, 2024 (the "Base Indenture"), as supplemented by the First Supplemental Indenture dated as of May 28, 2024 (together with the Base Indenture, the "2029 Notes Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). All capitalized terms in this "Senior Notes Offering" section of this Current Report on Form 8-K not otherwise defined herein have the meanings assigned to them in the 2029 Notes Indenture. The 2029 Notes are the Company's unsecured senior obligations. The 2029 Notes pay interest semi-annually on May 28 and November 28 at a rate of 6.250% per year, beginning on November 28, 2024, and will mature on May 28, 2029. At any time, or from time to time, prior to April 28, 2029 (the "Par Call Date"), the Company may redeem the 2029 Notes in whole or in part, at its option, at a redemption price equal to the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2029 Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less interest accrued to the redemption date, and (ii) 100% of the principal amount of the
03
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included under Item 1.01 above is incorporated by reference into this Item 2.03.
01
Item 8.01. Other Events . Redemption of 2025 Notes On May 23, 2024, the Company delivered to the Trustee an officers' certificate directing the Trustee to give notice (the "Redemption Notice") to the holders of the Company's 6.500% Senior Notes Due 2025 (the "2025 Notes") of the Company's planned redemption on June 3, 2024 (the "Redemption Date") of all the outstanding 2025 Notes in the aggregate principal amount of $750 million pursuant to paragraph 6 of the First Supplemental Indenture, dated as of August 21, 2020, to the Indenture, dated as of August 21, 2020 (such indenture, as so supplemented, the "2025 Notes Indenture"). Also on May 23, 2024, the Trustee issued the Redemption Notice on behalf of the Company to the holders of the 2025 Notes. All capitalized terms in this "Redemption of 2025 Notes" section of this Current Report on Form 8-K not otherwise defined herein have the meanings assigned to them in the 2025 Notes Indenture. On the Redemption Date, a redemption price equal to 100% of the principal amount of each 2025 Note, plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (the "Redemption Price") will become due and payable upon each 2025 Note to be redeemed, and interest thereon, if any, will cease to accrue on and after the Redemption Date. The foregoing description of the 2025 Notes Indenture is qualified in its entirety by reference to the 2025 Notes Indenture as previously filed with the SEC on August 25, 2020.
Financial Statements and Exhibits
Financial Statements and Exhibits . The following materials are furnished as exhibits to this Current Report on Form 8-K: Exhibit No. Description 1.1 Underwriting Agreement dated as of May 22, 2024 by and among the Company, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC , as representatives of the several underwriters named on Schedule 1 thereto . 4.1 Senior Indenture dated as of May 28, 2024 by and among the Company and the Trustee. 4.2 First Supplemental Indenture dated as of May 28, 2024 by and among the Company and the Trustee. 4.3 Form of 6.250% Senior Notes due 2029 (included as Exhibit A to the First Supplemental Indenture in Exhibit 4.2). 5.1 Opinion of Gibson, Dunn & Crutcher LLP dated May 28, 2024. 23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the inline XBRL document).
SIGNATURES
SIGNATURES 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. Enact Holdings, Inc. By: /s/ Hardin Dean Mitchell Name: Hardin Dean Mitchell Title: Executive Vice President, Chief Financial Officer and Treasurer Dated: May 28, 2024