Item 1.01. Entry into a Material Definitive Agreement.
On
Interest rates on borrowings under the credit facility are indexed to either a base rate or the term Secured Overnight Financing Rate (SOFR) for one-, three-, or six-month interest periods, as selected by Selective at the time of borrowing, plus a specified margin dependent on Selective's debt rating.
The Agreement contains representations, warranties, and covenants that are customary for credit facilities of this type, including, without limitation, financial covenants under which Selective is obligated to maintain a minimum consolidated net worth and maximum ratio of consolidated debt to total capitalization, and covenants limiting the ability of Selective to: (i) merge or liquidate; (ii) incur debt or liens; (iii) dispose of assets; (iv) make investments and acquisitions; and (v) engage in transactions with affiliates.
The Agreement also contains customary events of default, including, without limitation: (i) failure to pay principal, interest, or fees when due; (ii) covenant default; (iii) material breach of representations or warranties; (iv) cross-default to other debt in excess of an agreed amount; (v) insolvency or bankruptcy; (vi) monetary judgment in excess of an agreed amount; and (vii) a change in control event. If an event of default under the Agreement occurs and is continuing, then the Administrative Agent, at the direction, or with the consent, of the Requisite Lenders (as defined in the Agreement), may declare outstanding obligations under the Agreement immediately due and payable.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
Selective was a party to that certain Credit Agreement (the "Prior Credit
Agreement"), by and among Selective, the lenders named therein (collectively,
the "Prior Credit Agreement Lenders"), and Bank of Montreal,
The foregoing description of the Prior Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Prior Credit Agreement, which is filed as Exhibit 10.34 to the Annual Report
on Form 10-K for the fiscal year ended
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 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Credit Agreement, dated as ofNovember 7, 2022 , among Selective, the Lenders, and the Administrative Agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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