Centerbridge Amends HCI Group Stake, Signals Ownership Change

Ticker: HCIIP · Form: SC 13D/A · Filed: Jan 24, 2024 · CIK: 1400810

Hci Group, Inc. SC 13D/A Filing Summary
FieldDetail
CompanyHci Group, Inc. (HCIIP)
Form TypeSC 13D/A
Filed DateJan 24, 2024
Risk Levelmedium
Pages10
Reading Time12 min
Key Dollar Amounts$103 million, $54.40
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: insider-ownership, amendment, institutional-investor, ownership-change

TL;DR

**Centerbridge just updated their HCI Group stake, watch for potential shifts!**

AI Summary

Centerbridge Special Credit Partners III-Flex, L.P. filed an amendment to their Schedule 13D on January 24, 2024, indicating a change in their beneficial ownership of HCI Group, Inc. common stock. This filing updates their previous disclosure regarding their stake in HCI Group, Inc., an insurance company. This matters to investors because it signals a potential shift in the investment strategy or holdings of a significant institutional investor, which can influence market perception and the stock's future performance.

Why It Matters

This filing indicates a change in a major investor's position in HCI Group, Inc., which could signal future strategic moves or a shift in their investment thesis, potentially impacting the stock price.

Risk Assessment

Risk Level: medium — Changes in significant institutional ownership can introduce volatility and uncertainty for existing shareholders.

Analyst Insight

Investors should monitor subsequent filings from Centerbridge and HCI Group, Inc. for more details on the nature of this ownership change and any potential strategic implications. This filing alone doesn't provide enough detail to make a definitive investment decision, but it flags a significant institutional investor's activity.

Key Players & Entities

  • Centerbridge Special Credit Partners III-Flex, L.P. (company) — the entity filing the SC 13D/A
  • HCI Group, Inc. (company) — the subject company whose securities are being reported
  • Susanne V. Clark (person) — Senior Managing Director and General Counsel for Centerbridge Partners, L.P., authorized to receive notices
  • CB SNOWBIRD HOLDINGS, L.P. (company) — a group member associated with the filing
  • CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER III, L.P. (company) — a group member associated with the filing
  • CSCP III CAYMAN GP LTD. (company) — a group member associated with the filing
  • Jeffrey H. Aronson (person) — associated with the filing group members

FAQ

Who filed this SC 13D/A amendment?

The SC 13D/A amendment was filed by Centerbridge Special Credit Partners III-Flex, L.P., along with group members CB SNOWBIRD HOLDINGS, L.P., CENTERBRIDGE SPECIAL CREDIT PARTNERS GENERAL PARTNER III, L.P., and CSCP III CAYMAN GP LTD.

What is the subject company of this filing?

The subject company is HCI Group, Inc., which has the CIK 0001400810 and is classified under Fire, Marine & Casualty Insurance (6331).

What is the CUSIP number for the securities discussed in this filing?

The CUSIP number for the Common Stock, no par value, of HCI Group, Inc. is 40416E103.

When was the date of the event that required this filing?

The date of the event which required the filing of this statement was January 22, 2024.

Who is authorized to receive notices and communications for the filing person?

Susanne V. Clark, Senior Managing Director and General Counsel at Centerbridge Partners, L.P., located at 375 Park Avenue, 11th Floor, New York, New York 10152, is authorized to receive notices and communications.

Filing Stats: 3,003 words · 12 min read · ~10 pages · Grade level 8.7 · Accepted 2024-01-24 16:15:51

Key Financial Figures

  • $103 million — owbird, collectively, for approximately $103 million (the Redemption ). As a result of the R
  • $54.40 — of Common Stock at an exercise price of $54.40 per share (the Warrant ). The Warrant c

Filing Documents

of Amendment No. 1 is hereby amended and supplemented as follows

Item 4 of Amendment No. 1 is hereby amended and supplemented as follows: On January 22, 2024, CB Snowbird Holdings, L.P., a Delaware limited partnership ( CB Snowbird ), entered into a redemption agreement ( Redemption Agreement ) with the Issuer and TypTap Insurance Group, Inc., a Florida corporation ( TTIG ), whereby TTIG redeemed all of the 9,000,000 shares of TTIG Series A-1 Preferred Stock and 1,000,000 shares of TTIG Series A-2 Preferred Stock previously issued to CB Snowbird, collectively, for approximately $103 million (the Redemption ). As a result of the Redemption, CB Snowbird no longer has any equity interest in TTIG. The Redemption Agreement contained representations, warranties and mutual releases customary for this type of transaction. Pursuant to the Redemption Agreement, the parties agreed that each of the Parent Guaranty Agreement, dated February 26, 2021, by the Issuer in favor of CB Snowbird and the TTIG Shareholders Agreement, dated February 26, 2021, by and among CB Snowbird, the Issuer and TTIG, are terminated effective immediately. In connection with the Redemption, the Issuer entered into an amended and restated common stock purchase warrant with CB Snowbird, dated January 22, 2024, allowing for the issuance of 750,000 shares of Common Stock at an exercise price of $54.40 per share (the Warrant ). The Warrant contains substantially similar terms and conditions as the common stock purchase warrant, dated February 26, 2021, with the Issuer (the Original Warrant ), except that the ability to exercise the Warrant for shares of Common Stock expires as follows: 300,000 shares expire February 26, 2025; 150,000 shares expire December 31, 2026; 150,000 shares expire December 31, 2027; and the remaining 150,000 shares expire December 31, 2028. As with the Original Warrant, the Warrant may be exercised with cash or on a cashless basis, at the option of CB Snowbird and is subject to customary adjustments in its exercise price and/or number of shares

(a) of Amendment No. 1 is hereby amended and restated as follows

Item 5(a) of Amendment No. 1 is hereby amended and restated as follows: (a) As described in Item 4, as of the close of business on January 22, 2024, the Reporting Persons may be deemed the beneficial owners of an aggregate of 738,750 shares of Common Stock issuable upon the exercise of the Warrant, representing approximately 7.92% of the Common Stock (representing 98.5% of the 750,000 total Warrant). The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is based upon 8,588,183 shares of Common Stock of the Issuer outstanding as of November 1, 2023, based on the Issuers Quarterly Report on Form 10-Q, filed on November 11, 2023. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On January 22, 2024, the Issuer entered into the Redemption Agreement, the Warrant and the Registration Rights Agreement, a copy of each of which was filed by the Issuer on Form S-3 on January 22, 2024. Other than the the Warrant and the Registration Rights Agreement and the Joint Acquisition Statement attached as Exhibit 1 to the Schedule 13D, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer. Item7. Material to Be Filed as Exhibits. Exhibit 99.1 Amended and Restated Common Stock Purchase Warrant, dated January 22, 2024, issued by HCI Group, Inc. to CB Snowbird Holdings, L.P. (incorporated by reference to Exhibit 4.17 to the Registration Statement on Form S-3 filed by the Issuer with the SEC on January 22, 2024). Exhibit 99.2 Registration Rights Agreement Agreement, dated January 22, 2024, between CB Snowbird Holdings, L.P. and HCI Group Inc. (incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3 filed by the Issuer with the SEC on January 22, 2024). After reasonable inq

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