Old Republic International Corp Enters Material Definitive Agreement
Ticker: ORI · Form: 8-K · Filed: Mar 28, 2024 · CIK: 74260
Sentiment: neutral
Topics: material-agreement, financial-obligation
TL;DR
Old Republic International Corp just signed a big deal, creating a new financial obligation. Keep an eye on this.
AI Summary
On March 25, 2024, Old Republic International Corporation entered into a material definitive agreement related to a direct financial obligation. The company, incorporated in Delaware, filed this 8-K report on March 28, 2024, detailing the creation of this obligation.
Why It Matters
This filing indicates a significant financial commitment or obligation for Old Republic International Corp, which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — The creation of a direct financial obligation or an off-balance sheet arrangement can introduce financial risks if not managed properly.
Key Numbers
- 001-10607 — SEC File Number (Identifies the company's filing with the SEC.)
- 36-2678171 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- OLD REPUBLIC INTERNATIONAL CORPORATION (company) — Registrant
- March 25, 2024 (date) — Date of earliest event reported
- March 28, 2024 (date) — Filing date
- Delaware (jurisdiction) — State of incorporation
FAQ
What type of material definitive agreement did Old Republic International Corporation enter into?
The filing indicates the entry into a material definitive agreement that resulted in the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specific details of the agreement are not provided in this excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on March 25, 2024.
What is the primary business of Old Republic International Corporation?
Old Republic International Corporation is primarily involved in Surety Insurance, as indicated by its SIC code 6351.
Where is Old Republic International Corporation incorporated?
The company is incorporated in Delaware.
What is the filing date of this 8-K report?
This 8-K report was filed on March 28, 2024.
Filing Stats: 1,196 words · 5 min read · ~4 pages · Grade level 12.2 · Accepted 2024-03-28 16:15:58
Key Financial Figures
- $1 — ge on which registered Common Stock / $1 par value ORI New York Stock Exchan
- $400,000,000 — 34 in the aggregate principal amount of $400,000,000 (the "Notes") to be sold pursuant to an
Filing Documents
- tm247009d6_8k.htm (8-K) — 38KB
- tm247009d6_ex1-1.htm (EX-1.1) — 250KB
- tm247009d6_ex4-1.htm (EX-4.1) — 173KB
- tm247009d6_ex5-1.htm (EX-5.1) — 11KB
- tm247009d6_ex5-1img001.jpg (GRAPHIC) — 17KB
- 0001104659-24-040538.txt ( ) — 760KB
- ori-20240325.xsd (EX-101.SCH) — 3KB
- ori-20240325_lab.xml (EX-101.LAB) — 33KB
- ori-20240325_pre.xml (EX-101.PRE) — 22KB
- tm247009d6_8k_htm.xml (XML) — 3KB
01
Item 1.01. Entry into a Material Definitive Agreement. On March 25, 2024, Old Republic International Corporation (the "Company") priced a registered underwritten public offering of 5.750% Senior Notes due 2034 in the aggregate principal amount of $400,000,000 (the "Notes") to be sold pursuant to an underwriting agreement that was entered into among the Company, and Morgan Stanley & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein, dated March 25, 2024 (the "Underwriting Agreement"). The Notes were registered pursuant to a registration prospectus supplement dated March 25, 2024 (the "Preliminary Prospectus"), and a final prospectus supplement dated March 25, 2024 (the "Final Prospectus"), each filed with the Securities and Exchange Commission ("SEC") by the Company under the Securities Act of 1933, as amended (the "Securities Act"). The Company issued the Notes under an indenture dated as of August 15, 1992 (the "Base Indenture"), as supplemented by an eighth supplemental indenture dated as of March 28, 2024 (the "Eighth Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), each between the Company and Wilmington Trust Company, as trustee (the "Trustee"). The Base Indenture was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on April 22, 2009. The Eighth Supplemental Indenture (including the form of Notes) is filed as Exhibit 4.1 hereto. The terms of the Indenture and the Notes issued pursuant to the Indenture are described in the sections of the Preliminary Prospectus and Final Prospectus relating to the Notes entitled "Description of Notes," which is incorporated herein by reference. The following description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the detailed provisions o
03
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 above and is incorporated herein by reference.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement dated March 25, 2024, among the Company, Morgan Stanley & Co. LLC and PNC Capital Markets LLC 4.1 Eighth Supplemental Indenture dated as of March 28, 2024, between the Company and Wilmington Trust Company, as trustee (including the form of Notes) 5.1 Opinion of Locke Lord LLP 23.1 Consent of Locke Lord LLP (included in Exhibit 5.1) 104 Cover page Interactive Data file (embedded within Inline XBRL document) SIGNATURE 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 thereunto duly authorized. OLD REPUBLIC INTERNATIONAL CORPORATION Registrant Date: March 28, 2024 By: /s/ Thomas A. Dare Thomas A. Dare Senior Vice President, General Counsel and Secretary