employers_form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): October 17, 2008
EMPLOYERS
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
_____________________
NEVADA
(State
or Other Jurisdiction of
Incorporation)
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001-33245
(Commission
File Number)
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04-3850065
(I.R.S.
Employer Identification No.)
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10375
Professional Circle
Reno,
Nevada
(Address
of Principal Executive Offices)
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89521
(Zip
Code)
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Registrant's
telephone number including area code: (888)
682-6671
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No
Change Since Last Report
(Former
Name or 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:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Section
1 – Registrant's Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
On
October 17, 2008, Employers Holdings, Inc. (the "Company") and Wells Fargo Bank,
National Association ("Wells Fargo") entered into a second amended and restated
credit agreement (the "Amended Credit Agreement'') and a second amended and
restated revolving line of credit note (the "Amended Note," and together with
the Amended Credit Agreement, the "Amended Credit Facility"), each dated as of
September 30, 2008. The Amended Credit Facility replaces the
Company's existing amended and restated credit agreement (the "Existing Credit
Agreement") and amended and restated revolving line of credit note (the
"Existing Note," and together with the Existing Credit Agreement, the "Existing
Credit Facility"), each dated as of May 23, 2008 between the Company and Wells
Fargo. The Amended Credit Facility provides the Company with a $150.0
million line of credit prior to January 1, 2010, a $100.0 million line of credit
from and after January 1, 2010 but prior to January 1, 2011, and a $50.0 million
of credit from and after January 1, 2011 up to and including March 26,
2011. The line of credit will be used to finance the acquisition of
AmCOMP Incorporated and for general working capital purposes.
Amounts
outstanding under the Amended Credit Facility bear interest at a rate equal to,
at the Company's option, (i) a fluctuating rate per annum 1.25% above Wells
Fargo's prime rate or (ii) a fixed rate per annum determined by Wells Fargo to
be 1.25% above the LIBOR Rate in effect on the first day of each Fixed Rate Term
(as such term is defined in the Amended Note). The "LIBOR Rate" is
the rate per annum equal to the quotient of (x) the rate quoted by Wells Fargo
as the Inter-Bank Market Offered Rate over (y) 100% minus the reserve percentage
prescribed by the Board of Governors of the Federal Reserve System for
"Eurocurrency Liabilities." In addition, the Company is required to
pay to Wells Fargo a quarterly commitment fee equal to 0.10% on any portion of
the line of credit that is unused and has previously paid a non-refundable
commitment fee of $375,000.
The
Amended Credit Facility is secured by the same portfolio of government, agency
and municipal bonds that secured the Existing Credit Facility. Such
portfolio had a market value of approximately $186.7 million as of September 30,
2008 and is held in a custody account by Wells Fargo. The Amended
Credit Facility contains customary representations and warranties, as well as
customary events of default and affirmative and negative
covenants. The Amended Credit Facility maintains the Existing Credit
Facility's requirement that the Company maintain at least $7.5 million of cash
and cash equivalents on hand at all times.
The
foregoing description of the Amended Credit Agreement and the Amended Note does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Amended Credit Agreement and the Amended Note, copies of which
are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are
incorporated by reference herein.
Section
2 – Financial Information
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 is incorporated herein by
reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
10.1
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Second
Amended and Restated Credit Agreement, dated September 30, 2008, between
Employers Holdings, Inc. and Wells Fargo Bank, National
Association.
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10.2
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Second
Amended and Restated Revolving Line of Credit Note, dated September 30,
2008, between Employers Holdings, Inc. and Wells Fargo Bank, National
Association.
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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 hereunto
duly authorized.
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EMPLOYERS HOLDINGS, INC. |
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By: |
/s/ Lenard T.
Ormsby |
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Name: |
Lenard T. Ormsby |
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Title: |
Executive Vice President, Chief |
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Legal Officer and General Counsel |
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Dated: October
22, 2008 |
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Exhibit
Index
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10.1
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Second
Amended and Restated Credit Agreement, dated September 30, 2008, between
Employers Holdings, Inc. and Wells Fargo Bank, National
Association.
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10.2
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Second
Amended and Restated Revolving Line of Credit Note, dated September 30,
2008, between Employers Holdings, Inc. and Wells Fargo Bank, National
Association.
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