Essent Group Ltd. Enters Material Definitive Agreement

TL;DR

Essent Group Ltd. signed a big deal, creating new financial obligations. Details in the filing.

AI Summary

Essent Group Ltd. announced on June 26, 2024, that it has entered into a material definitive agreement. This agreement creates a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing also includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for Essent Group Ltd., which could impact its financial obligations and future performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement and creating new financial obligations can introduce financial risks and uncertainties for the company.

Key Players & Entities

• Essent Group Ltd. (company) — Registrant
• June 26, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.015 — ge on which registered Common Shares, $0.015 par value ESNT New York Stock Excha
• $500 million — ured revolving credit facility of up to $500 million of senior unsecured revolving loans (th
• $250 million — an aggregate principal amount of up to $250 million in uncommitted incremental revolving cr
• $400 million — credit facility borrowing capacity from $400 million to $500 million. All outstanding term l

Filing Documents

• tm2418166d2_8k.htm (8-K) — 33KB
• tm2418166d2_ex10-1.htm (EX-10.1) — 694KB
• 0001104659-24-075004.txt ( ) — 1054KB
• esnt-20240626.xsd (EX-101.SCH) — 3KB
• esnt-20240626_lab.xml (EX-101.LAB) — 33KB
• esnt-20240626_pre.xml (EX-101.PRE) — 22KB
• tm2418166d2_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 26, 2024, Essent Group Ltd. (the " Company ") entered into a revolving facility refinancing agreement (the " Refinancing Agreement ") with Bank of America, N.A., as administrative agent under the Revolving Credit Agreement (as defined below), JP Morgan Chase Bank, N.A., as administrative agent under its Third Amended and Restated Credit Agreement, dated as of December 10, 2021 (as amended from time to time prior to the effectiveness of the Revolving Credit Agreement (as defined below), the " Existing Credit Agreement ") and certain other lenders party thereto. Under the Refinancing Agreement, the Refinancing Agreement Revolving Lenders (as defined therein) have agreed to provide the Company with a five-year unsecured revolving credit facility of up to $500 million of senior unsecured revolving loans (the " Revolving Credit Facility "), which is intended to replace the Company's existing senior secured credit facility (the " Existing Credit Facility "). The Revolving Credit Facility also provides for an aggregate principal amount of up to $250 million in uncommitted incremental revolving credit facilities that may be exercised at the Company's option, so long as the Company receives sufficient commitments from the bank lenders. The closing of the Revolving Credit Facility is subject to the satisfaction of certain closing conditions described in the Refinancing Agreement and the Revolving Credit Agreement, including the closing of an underwritten public offering of the Company's senior notes (the " Notes ") commencing today and the repayment of all of the borrowings outstanding under the term loan portion of its Existing Credit Facility. Upon the satisfaction of all such closing conditions, the Fourth Amended and Restated Credit Agreement, a form of which is annexed to the Refinancing Agreement (the " Revolving Credit Agreement "), will become effective and will amend and restate the Existing Credit Agree

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K concerning the Revolving Credit Agreement is incorporated by reference into this Item 2.03. - 3-

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Revolving Facility Refinancing Agreement, dated as of June 26, 2024, by and among Essent Group Ltd., Essent Irish Intermediate Holdings Limited, and Essent US Holdings, Inc., as borrowers, Bank of America, N.A., as administrative agent under the Fourth Amended and Restated Credit Agreement, JPMorgan Chase Bank, N.A., as administrative agent under the existing credit agreement, and the several banks and other financial institutions or entities from time to time parties to the Revolving Facility Refinancing Agreement, as lenders, including the Revolving Credit Agreement which is attached as Annex II thereto. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. - 4- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 26, 2024 ESSENT GROUP LTD. By: /s/ David B. Weinstock Name: David B. Weinstock Title: Senior Vice President and Chief Financial Officer - 5-

View Full Filing

View this 8-K filing on SEC EDGAR