Tiptree Inc. Enters Material Definitive Agreement

TL;DR

Tiptree Inc. just signed a big deal, creating a new financial obligation. Details to follow.

AI Summary

On February 7, 2025, Tiptree Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, previously known as Tiptree Financial Inc. and Care Investment Trust Inc., is incorporated in Maryland and headquartered in Greenwich, CT.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Tiptree Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement and creating a direct financial obligation can introduce new risks related to the terms of the agreement and the company's ability to meet its obligations.

Key Players & Entities

• TIPTREE INC. (company) — Registrant
• February 7, 2025 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of Incorporation
• 660 Steamboat Road 2nd Floor Greenwich CT 06830 (address) — Business Address
• TIPTREE FINANCIAL INC. (company) — Former Company Name
• Care Investment Trust Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share TIPT NASDAQ Capital Market
• $75 million — the "Loan Parties". Borrower borrowed $75 million under the Credit Agreement to, among ot

Filing Documents

• tipt-20250207.htm (8-K) — 35KB
• ex10-1fortresscreditagt2025.htm (EX-10.1) — 1283KB
• 0001393726-25-000007.txt ( ) — 1670KB
• tipt-20250207.xsd (EX-101.SCH) — 2KB
• tipt-20250207_lab.xml (EX-101.LAB) — 22KB
• tipt-20250207_pre.xml (EX-101.PRE) — 13KB
• tipt-20250207_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Tiptree Holdings LLC, ("Borrower"), the subsidiary through which Tiptree Inc. ("Tiptree") conducts its operations, entered into a Credit Agreement, dated as of February 7, 2025, among Tiptree, Borrower, the lenders party thereto from time to time and Fortress Credit Corp. ("Fortress"), as administrative agent, collateral agent and lead arranger (the "Credit Agreement"). Borrower and any guarantors (if any, added after the closing date; it being understood that there are no guarantors on the closing date) are referred to as the "Loan Parties". Borrower borrowed $75 million under the Credit Agreement to, among other things, fund working capital and general corporate purposes. The principal of, and all accrued and unpaid interest on, all loans under the Credit Agreement will mature on the third anniversary of the closing date of the Credit Agreement. Loans under the Credit Agreement bear interest at a variable rate per annum equal to the term Secured Overnight Financing Rate ("SOFR") (which adjusted term SOFR is subject to a minimum of 1.00%) plus an applicable margin of 5.25% per annum. The principal amounts of the loans are to be repaid in consecutive quarterly installments. The obligations under the Credit Agreement and other documents executed in connection therewith are secured by (i) liens on 50% of the common stock of The Fortegra Group, Inc. ("Fortegra") owned by Tiptree, with the remaining 50% of Fortegra common stock that is owned by Tiptree remaining unpledged (the "Unpledged Fortegra Shares") and (ii) substantially all other assets of Borrower (other than, for the avoidance of doubt, the Unpledged Fortegra Shares and subject to customary exclusions). However, under the terms of the Credit Agreement, for 18 months after closing, Borrower may not pledge the Unpledged Fortegra Shares as collateral to any other lender. Thereafter, Borrower may incur indebtedness secured by the Unpledged Fortegra Shares

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) List of Exhibits: 10.1 Credit Agreement dated February 7, 2025, by and among Tiptree Inc. as Parent, Tiptree Holdings LLC, as Borrower, Fortress Credit Corp., as Administrative Agent, Collateral Agent and Lead Arranger, and the lenders party thereto. 104 Cover Page Interactive Data File (formatted as Inline XBRL).

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. TIPTREE INC. Date: February 7, 2025 By: /s/ Jonathan Ilany Name: Jonathan Ilany Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR