Material Agreement · New Debt / Obligation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549   FORM 8-K   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   Date of Report: (Date of earliest event reported) March 25, 2024                               OLD REPUBLIC INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter)                                 Delaware   001-10607   36-2678171 (State or other jurisdiction   (Commission   (I.R.S. Employer of incorporation)   File Number)   Identification No.)                                         307 North Michigan Avenue Chicago Illinois 60601     (Address of principal executive offices) (Zip Code)                 ( 312 ) 346-8100         (Registrant’s telephone number, including area code)                 N /A     (Former name or former address, if changed since last report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below):   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 140.14d-2(b))   ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:                                 Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock / $1 par value   ORI   New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨             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 statement on Form S-3 (No. 333-277713) filed on March 6, 2024 (the “Registration Statement”), a preliminary 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 of the Base Indenture and the Eighth Supplemental Indenture.   The Notes bear interest at a rate of 5.750% per annum, payable semi-annually in arrears on March 28 and September 28 of each year, beginning on September 28, 2024. The Notes will mature on March 28, 2034, unless earlier repurchased by the Company.   The Indenture contains customary terms and covenants, including that upon certain events of ‎default occurring and continuing, either the Trustee or the holders of not less than 25% in ‎aggregate principal amount of the Notes then outstanding may declare the entire principal ‎amount of all the Notes, and the interest accrued on such Notes, if any, to be immediately due ‎and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating ‎to the Company, the principal amount of the securities together with any accrued and unpaid ‎interest thereon will automatically be and become immediately due and payable.‎   Prior to December 28, 2033 (the date that is three months prior to the maturity date of the Notes) (the “Par Call Date”), the Notes will be redeemable at a redemption price equal to the greater of (i) ‎‎100% of the principal amount of the Notes to be redeemed, or (ii)(a) ‎the sum of the present values of the remaining scheduled payments of principal and interest thereon ‎discounted to the redemption date (assuming the 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 (as defined in the Final Prospectus) plus ‎‎25 basis points less (b) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon to but excluding the redemption date.‎ On and after the Par Call Date, the Notes will be redeemable at a redemption price equal to 100% of the ‎principal amount of the Notes to be redeemed plus accrued and unpaid interest up to but excluding the date of ‎redemption.‎         In connection with the issuance and sale by the Company of the Notes as described above, the following exhibits are filed herewith and are incorporated by reference into the Registration Statement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report), (ii) the Eighth Supplemental Indenture and form of Notes (Exhibit 4.1 to this Current Report), and (iii) the legal opinion and consent of Locke Lord LLP related to the Notes (Exhibits 5.1 and 23.1 to this Current Report).   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.   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