8-KThe WireStrategic
Material Agreement · New Debt / Obligation
Filed Feb 25, 2025 · 1y ago · Accession 0001104659-25-016922
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗Securities and Exchange Commission.
The
Securities were issued under the Indenture, dated as of February 8, 2013 (the “Base Indenture”), between the Company and U.S.
Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”),
as supplemented by the Third Supplemental Indenture, dated as of February 25, 2025 (the “Supplemental Indenture” and,
together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Company sold the Securities pursuant
to an Underwriting Agreement, dated February 20 , 2025 (the “Underwriting Agreement”),
between the Company and Goldman Sachs & Co. LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein.
The Securities will mature on April 15, 2035. Interest on the Securities
will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2025, at an annual rate equal
to 5.900 %.
Prior
to January 15, 2035, the Company may redeem the Securities at its option, in whole or in part, at any time and from time to time,
at the “make-whole” redemption price described in the Indenture. On or after January 15, 2035, the Company may redeem the
Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the
Securities being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The Indenture also contains certain limitations on liens on stock of
Restricted Subsidiaries (as defined in the Indenture), and customary events of default.
The preceding summary of the terms of the Underwriting Agreement, the
Base Indenture, the Supplemental Indenture, and the Securities does not purport to be complete and is qualified in its entirety by reference
to the Underwriting Agreement, attached as Exhibit 1.1 hereto, the Base Indenture, attached as Exhibit 4.1 hereto, the Supplemental Indenture,
attached as Exhibit 4.2 hereto and the form of 5.900% Senior Notes due 2035, attached as Exhibit 4.3 hereto, and each is incorporated
herein by reference as though each were fully set forth herein.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of
this Current Report on Form 8-K that also is responsive to Item 2.03 of this report is hereby incorporated by reference into this Item
2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description of Exhibit
1.1
Underwriting Agreement, dated February 20, 2025, between Selective Insurance Group, Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
4.1
Indenture, dated as of February 8, 2013, between Selective Insurance Group, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference herein to Exhibit 4.1 of Selective Insurance Group, Inc.’s Current Report on Form 8-K filed February 8, 2013, File No. 001-33067).
4.2
Third Supplemental Indenture, dated as of February 25, 2025, between Selective Insurance Group, Inc. and U.S. Bank Trust Company, National Association, as Trustee.
4.3
Form of 5.900% Senior Notes due 2035 (included in Exhibit 4.2).
5.1
Opinion of Robyn P. Turner, Esq.
5.2
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1
Consent of Robyn P. Turner, Esq. (included in Exhibit 5.1).
23.2
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on
Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
SELECTIVE INSURANCE GROUP, INC.
Date: February 25, 2025
By:
/s/ Michael H. Lanza
Name:
Michael H. Lanza
Title:
Executive Vice President and General Counsel
Filing details
- Ticker
- SIGIP
- CIK
- 230557
- Form type
- 8-K
- Filing date
- Feb 25, 2025
- Report date
- Feb 20, 2025
- Document
- tm257504d1_8k.htm
- Size
- 733 KB