Delaware (State or other jurisdiction of incorporation or organization) | | | 46-1579166 (I.R.S. Employer Identification No.) |
Andrew L. Fabens Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, New York 10166 (212) 351-4034 | | | Craig B. Brod Jeffrey D. Karpf Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000 |
Large accelerated filer ☒ | | | Accelerated filer ☐ |
Non-accelerated filer ☐ | | | Smaller reporting company ☐ |
Emerging growth company ☐ | | |
• | The Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that we filed with the SEC on February 29, 2024, including the portions of our Definitive Proxy Statement on Schedule 14A filed on April 2, 2024 incorporated by reference into Part III of our Annual Report on Form 10-K; and |
• | The description of our common stock contained in our Registration Statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act, including any amendment or report updating such description. |
• | senior, senior subordinated or subordinated debt securities; |
• | common stock; |
• | preferred stock; |
• | warrants to purchase from us shares of our common stock, preferred stock or other securities; |
• | rights to purchase from us shares of our common stock, preferred stock or other securities; |
• | units, each representing a combination of two or more of the foregoing securities; and |
• | guarantees. |
• | the title of the securities of the series (which title will distinguish the securities of the series from all other series of securities); |
• | any limit upon the aggregate principal amount of the securities of the series which may be authenticated and delivered (which limit will not pertain to securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other securities of the series or any securities that are deemed never to have been authenticated and delivered); |
• | the date or dates on which the principal of and premium, if any, on the securities of the series is payable or the method or methods of determination thereof; |
• | the rate or rates at which the securities of the series will bear interest, if any, or the method or methods of calculating such rate or rates of interest, the date or dates from which such interest will accrue or the method or methods by which such date or dates will be determined, the dates on which any such interest will be payable, the right, if any, of the Company to defer or extend an interest payment date, the record date, if any, for the interest payable on any such security on any interest payment date, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; |
• | the place or places where the principal of, premium, if any, and interest, if any, on securities of the series will be payable, any securities of the series may be surrendered for registration of transfer, securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the securities of the series and the indenture may be served and notices to holders will be published; |
• | the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which, and the other terms and conditions upon which, securities of the series may be redeemed, in whole or in part, at the option of the Company and, the manner in which the particular securities of such series (if less than all securities of such series are to be redeemed) are to be selected for redemption; |
• | the right or the obligation, if any, of the Company to redeem or purchase securities of the series pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a holder thereof, and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which, and the other terms and conditions upon which, securities of the series will be redeemed or purchased, in whole or in part, pursuant to such obligation; |
• | if other than denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which securities of the series will be issuable; |
• | if other than U.S. dollars, the currency or currencies (including currency unit or units) in which the principal of, premium, if any, and interest, if any, on the securities of the series will be payable, or in which the securities of the series will be denominated, and the particular provisions applicable thereto; |
• | if the payments of principal of, premium, if any, or interest, if any, on the securities of the series are to be made, at the election of the Company or a holder, in a currency or currencies (including currency unit or units) other than that in which the securities of such series are denominated or designated to be payable, the currency or currencies (including currency unit or units) in which such payments are to be made, the terms and conditions of such payments and the manner in which the exchange rate with respect to such payments will be determined, and the particular provisions applicable thereto; |
• | if the amount of payments of principal of, premium, if any, and interest, if any, on the securities of the series will be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the securities of the series are denominated or designated to be payable), the index, formula or other method by which such amounts will be determined and any special voting or defeasance provisions in connection therewith; |
• | if other than the principal amount thereof, the portion of the principal amount of such securities of the series that will be payable upon declaration of acceleration thereof or the method by which such portion will be determined; |
• | the person to whom any interest on any securities of the series will be payable; |
• | provisions, if any, granting special rights to the holders of securities of the series upon the occurrence of such events as may be specified; |
• | any deletions from, modifications of or additions to the events of default or covenants of the Company pertaining to the securities of the series; |
• | under what circumstances, if any, and with what procedures and documentation the Company will pay additional amounts on the securities of the series held by a person who is not a U.S. person (including any definition of such term) in respect of taxes, assessments or similar charges withheld or deducted and, if so, whether the Company has the option to redeem such securities rather than pay such additional amounts (and the terms of any such option); |
• | the forms of the securities of the series; |
• | the applicability, if any, of any means of defeasance or covenant defeasance as may be specified for the securities of such series; |
• | if other than the trustee, the identity of the registrar, conversion agent (if any) and any paying agent; |
• | if the securities of the series will be issued in whole or in part in global form, (A) the depository for such global securities, (B) whether beneficial owners of interests in any securities of the series in global form may exchange such interests for certificated securities of such series, to be registered in the names of or to be held by such beneficial owners or their nominees and to be of like tenor of any authorized form and denomination, and (C) the circumstances under which any such exchange may occur; |
• | the designation of the depository with respect to the securities of the series; |
• | any restrictions on the registration, transfer or exchange of the securities of the series; |
• | if the securities of the series may be issued or delivered (whether upon original issuance or upon exchange of a temporary security of such series or otherwise), or any installment of principal or interest is payable, only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions; |
• | if the securities of the series will be convertible into or for other securities or property of the Company, and any deletions from, modifications of or additions to the terms and conditions of any right to convert, exercise or exchange securities of the series into or for other securities or property of the Company; |
• | whether the securities of the series are secured or unsecured, and if secured, the security and related terms in connection therewith (which will be provided for in a separate security agreement and/or other appropriate documentation); and |
• | any other terms of the securities of the series, including any terms which may be required by or advisable under United States laws or regulations or advisable (as determined by the Company) in connection with the marketing of securities of the series. |
• | pay the principal, interest and any premium on the securities of the series when due; |
• | maintain an office or agency where the securities of the series may be surrendered for registration of transfer, exchange, payment or conversion (if the debt securities are convertible) and where notices and demands to or upon us in respect of the securities of the series and the relevant indenture may be served; |
• | prepare and file or deliver certain reports, as more fully specified in the relevant indenture, with the SEC, the trustee under the relevant indenture, and/or registered holders of the securities of the series, as the case may be; |
• | deliver to the trustee under the relevant indenture, as more fully specified in that indenture, officers’ certificates relating to our compliance under the relevant indenture and the occurrence of any default or event of default under that indenture; and |
• | unless our board of directors determines that it is no longer desirable in the conduct of our business and that there will be no adverse impact in any material respect to the holders of the securities of the series, subject to those exceptions as more fully specified in the relevant indenture, do or cause to be done all things necessary to preserve and keep in full force and effect our existence as a corporation and our rights (charter and statutory rights) and franchises. |
• | we are the surviving entity; or |
• | the successor or surviving entity assumes all of our obligations under the securities of such series and the indentures pursuant to supplemental indentures in forms reasonably satisfactory to the trustee(s) under the relevant indenture and is organized or existing under the laws of the United States of America or any state thereof or the District of Columbia; and, in either case, |
• | immediately after giving effect to such transaction, no event of default under the relevant indenture will have happened and be continuing. |
• | all outstanding securities of that series have been delivered to the trustee for cancellation, we have paid all sums payable in respect of that series and we have delivered to the trustee a certificate and opinion of legal counsel that all conditions precedent to satisfaction and discharge have been fulfilled; or |
• | the only securities that remain outstanding have, or within one year will, become due and payable or are to be called for redemption, we have deposited with the trustee funds that are sufficient to make all future payments, no default or event of default will have occurred and be continuing on the date of that deposit, we have paid all other sums payable in respect of that series, and we have delivered to the trustee a certificate and opinion of counsel that all conditions precedent to satisfaction and discharge have been fulfilled. |
• | to be deemed to have paid and discharged the entire indebtedness represented by the outstanding securities of the applicable series and to have satisfied all of our other obligations under the securities of the applicable series and under the provisions of the relevant indenture, which we refer to as legal defeasance; or |
• | to be released from some of our obligations under the relevant indenture, which we refer to as covenant defeasance. We can exercise legal or covenant defeasance with respect to any series of debt securities if the following conditions are met: |
○ | we irrevocably deposit with the applicable indenture trustee (or another trustee meeting certain eligibility requirements and agreeing to be bound by the applicable provisions of the relevant indenture), in trust, for the benefit of the holders of the applicable series of debt securities; |
• | cash in United States dollars; |
• | non-callable and non-redeemable direct obligations of the United States of America or of an agency or instrumentality controlled or supervised by the United States of America, in each instance, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America; or |
• | a combination of the foregoing that, in each case, is sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest and premium, if any, on the outstanding debt securities of the applicable series on their stated maturity or applicable redemption date, as the case may be, and any mandatory sinking fund payments applicable to that particular series of debt securities on the day on which the payments are due; |
○ | we deliver to the trustee an opinion of counsel confirming that the holders of the outstanding securities of the applicable series will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance; |
○ | no default or event of default shall have occurred and be continuing on the date of the deposit of the amounts to be held in trust for the benefit of the holders (other than a default or event of default resulting from the borrowing of funds to be applied to the deposit) or in the case of any insolvency-related defaults, at any time in the period ending on the 91st day after the date of the deposit (or greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws that apply to the deposit by us); and |
○ | we deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with. |
• | be entitled to have the debt securities represented by such registered global security registered in their names; |
• | receive or be entitled to receive physical delivery of such debt securities in definitive forms; or |
• | be considered the owners of record or holders of the debt securities. |
• | we fail to pay the principal, premium, if any, or any sinking fund payment on any securities of that series when due; |
• | we fail to pay interest on any securities of that series when due and that failure continues for a period of 30 days; |
• | we fail to observe or perform any other covenant or agreement in the senior indenture for the benefit of that series (other than a covenant or agreement with respect to which a failure to observe or perform is dealt with otherwise in the senior indenture or is expressly included in the senior indenture solely for the benefit of a series of debt securities other than such series of debt securities) and that failure continues for 90 days after we receive notice to comply from the trustee or holders of at least 25% in aggregate principal amount of the outstanding senior debt securities; |
• | we fail to pay our indebtedness in excess of $100,000,000 as set forth in the indenture; and |
• | certain events of bankruptcy or insolvency occur, whether voluntary or not. |
• | the direction cannot conflict with any law or regulation or the indenture; |
• | the trustee may take any other action deemed proper by the trustee that is not inconsistent with the direction; and |
• | the trustee need not take any action that might subject it to personal liability or be unduly prejudicial to the holders of the senior debt securities not joining in the action. |
• | the holder must give to the trustee written notice that an event of default has occurred and is continuing; |
• | the holders of at least 25% in principal amount of the then outstanding senior debt securities of all affected series, treating all those series as a single class, must make a written request to the trustee to pursue the remedy; |
• | the holder, or holders, must offer and, if requested, provide to the trustee an indemnity satisfactory to the trustee against any loss, liability or expense from the taking of the action; |
• | the trustee does not comply with the request within 60 days after receipt of the request and offer and, if requested, the provision of indemnity; and |
• | during the 60-day period, the holders of a majority in principal amount of the then outstanding senior debt securities of all those series, treating all those series as a single class, do not give the trustee a direction inconsistent with the written request. |
• | a continuing default in payment of the principal of, interest or premium, if any, on, or any sinking fund payment on, senior debt securities of the series; |
• | one arising from a failure to pay or deliver to converting holders consideration due upon conversion; and |
• | in respect of a covenant or provision that under the senior indenture cannot be modified or amended without the consent of each holder of senior debt securities affected. |
• | change the maturity date, or the payment date of any installment interest on, any securities; |
• | reduce the principal amount of, or interest on, any securities; |
• | change the place, manner or currency of payment of principal of, or interest on, any securities; |
• | impair the right to institute a suit for the enforcement of any payment on, or with respect to, or of the conversion of, any security; |
• | change the ranking of the securities in a manner adverse to the holders of securities; |
• | adversely affect the right of holders of securities to convert their securities in accordance with the indenture, or reduce the amount of consideration due upon conversion; |
• | reduce the percentage in aggregate principal amount of outstanding securities whose holders must consent to a modification or amendment of the indenture or the securities; |
• | reduce the percentage in aggregate principal amount of outstanding securities whose holders must consent to a waiver of compliance with any provision in the indenture, or the securities or a waiver of any default or event of default; or |
• | modify the applicable provisions of the indenture, except to increase the percentage required for modification or waiver or to provide for the consent of each affected holder. |
• | provide for the assumption by a successor company of the Company’s obligations under the securities and the indenture; |
• | add guarantees with respect to the securities; |
• | secure the securities; |
• | add to the covenants for the benefit of the holders or surrender any right or power conferred upon the Company; |
• | make any change, including to cure any omission, ambiguity, manifest error or defect or to correct any inconsistency in the indenture that does not adversely affect the rights of any holder in any material respect; |
• | comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act or with the rules of any applicable securities depository; |
• | provide for the issuance of and establish the form and terms and conditions of the securities of any series, to establish the form of any certifications required to be furnished, or to add to the rights of the holders of any series of securities; |
• | add additional events of default; |
• | evidence the acceptance or appointment of a successor trustee or to add an additional trustee or agent in accordance with the indenture; or |
• | conform the provisions of the indenture and the securities to the “Description of Notes” section as set forth in a preliminary prospectus supplement related to the offering and sale of the securities, as supplemented by the related pricing term sheet. |
• | any liability for federal, state, local or other taxes; |
• | any indebtedness to any of our subsidiaries or other affiliates; |
• | any trade payables; |
• | any indebtedness that we may incur in violation of the senior subordinated indenture; or |
• | obligations under any subordinated debt securities. |
• | we fail to pay the principal, premium, if any, or any sinking fund payment on any securities of that series when due; |
• | we fail to pay interest on any securities of that series when due and that failure continues for a period of 30 days; |
• | we fail to observe or perform any other covenant or agreement in the senior subordinated indenture for the benefit of that series (other than a covenant or agreement with respect to which a failure to observe or perform is dealt with otherwise in the senior subordinated indenture or is expressly included in the senior subordinated indenture solely for the benefit of a series of debt securities other than such series of debt securities) and that failure continues for 90 days after we receive notice to comply from the trustee or holders of at least 25% in aggregate principal amount of the outstanding senior subordinated debt securities; |
• | we fail to pay our indebtedness in excess of $100,000,000 as set forth in the indenture; and |
• | certain events of bankruptcy or insolvency occur, whether voluntary or not. |
• | the direction cannot conflict with any law or regulation or the indenture; |
• | the trustee may take any other action deemed proper by the trustee that is not inconsistent with the direction; and |
• | the trustee need not take any action that might subject it to personal liability or be unduly prejudicial to the holders of the senior subordinated debt securities not joining in the action. |
• | the holder must give to the trustee written notice that an event of default has occurred and is continuing; |
• | the holders of at least 25% in principal amount of the then outstanding senior subordinated debt securities of all affected series, treating all those series as a single class, must make a written request to the trustee to pursue the remedy; |
• | the holder, or holders, must offer and, if requested, provide to the trustee an indemnity satisfactory to the trustee against any loss, liability or expense from the taking of the action; |
• | the trustee does not comply with the request within 60 days after receipt of the request and offer and, if requested, the provision of indemnity; and |
• | during the 60-day period, the holders of a majority in principal amount of the then outstanding senior subordinated debt securities of all affected series, treating all those series as a single class, do not give the trustee a direction inconsistent with the written request. |
• | a continuing default in payment of the principal of, interest or premium, if any, on, or any sinking fund payment on, senior subordinated debt securities of the series; |
• | one arising from a failure to pay or deliver to converting holders consideration due upon conversion; and |
• | in respect of a covenant or provision that under the senior subordinated indenture cannot be modified or amended without the consent of each holder of senior subordinated debt securities affected. |
• | change the maturity date, or the payment date of any installment interest on, any securities; |
• | reduce the principal amount of, or interest on, any securities; |
• | change the place, manner or currency of payment of principal of, or interest on, any securities; |
• | impair the right to institute a suit for the enforcement of any payment on, or with respect to, or of the conversion of, any security; |
• | change the ranking of the securities in a manner adverse to the holders of securities; |
• | adversely affect the right of holders of securities to convert their securities in accordance with the indenture, or reduce the amount of consideration due upon conversion; |
• | reduce the percentage in aggregate principal amount of outstanding securities whose holders must consent to a modification or amendment of the indenture or the securities; |
• | reduce the percentage in aggregate principal amount of outstanding securities whose holders must consent to a waiver of compliance with any provision in the indenture, or the securities or a waiver of any default or event of default; or |
• | modify the applicable provisions of the indenture, except to increase the percentage required for modification or waiver or to provide for the consent of each affected holder. |
• | provide for the assumption by a successor company of the Company’s obligations under the securities and the indenture; |
• | add guarantees with respect to the securities; |
• | secure the securities; |
• | add to the covenants for the benefit of the holders or surrender any right or power conferred upon the Company; |
• | make any change, including to cure any omission, ambiguity, manifest error or defect or to correct any inconsistency in the indenture that does not adversely affect the rights of any holder in any material respect; |
• | comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act or with the rules of any applicable securities depository; |
• | provide for the issuance of and establish the form and terms and conditions of the securities of any series, to establish the form of any certifications required to be furnished, or to add to the rights of the holders of any series of securities; |
• | add additional events of default; |
• | evidence the acceptance or appointment of a successor trustee or to add an additional trustee or agent in accordance with the indenture; or |
• | conform the provisions of the indenture and the securities to the “Description of Notes” section as set forth in a preliminary prospectus supplement related to the offering and sale of the securities, as supplemented by the related pricing term sheet. |
• | “Senior debt” will include our obligations under the senior subordinated debt securities, as well as under the other debt specified above, including the “designated senior debt;” and |
• | different series of subordinated debt securities may rank senior to other series. In that case, our obligations under the higher-ranking series will be “senior debt” in relation to the lower-ranking series, as set forth in the prospectus supplement. |
• | The subordinated indenture does not limit the amount of additional senior debt that we may incur. We expect from time to time to incur additional indebtedness constituting senior debt. |
• | we fail to pay the principal, premium, if any, or any sinking fund payment on any securities of that series when due; |
• | we fail to pay interest on any securities of that series when due and that failure continues for a period of 30 days; |
• | we fail to observe or perform any other covenant or agreement in the subordinated indenture for the benefit of that series (other than a covenant or agreement with respect to which a failure to observe or perform is dealt with otherwise in the subordinated indenture or is expressly included in the subordinated indenture solely for the benefit of a series of debt securities other than such series of debt securities) and that failure continues for 90 days after we receive notice to comply from the trustee or holders of at least 25% in aggregate principal amount of the outstanding subordinated debt securities; |
• | we fail to pay our indebtedness as set forth in the indenture; and |
• | certain events of bankruptcy or insolvency occur, whether voluntary or not. |
• | the direction cannot conflict with any law or regulation or the subordinated indenture; |
• | the trustee may take any other action deemed proper by the trustee that is not inconsistent with the direction; and |
• | the trustee need not take any action that might subject it to personal liability or be unduly prejudicial to the holders of the subordinated debt securities not joining in the action. |
• | the holder must give to the trustee written notice that an event of default has occurred and is continuing; |
• | the holders of at least 25% in principal amount of the then outstanding subordinated debt securities of all affected series that rank equal with each other, treating all those series as a single class, must make a written request to the trustee to pursue the remedy; |
• | the holder, or holders, must offer and, if requested, provide to the trustee an indemnity satisfactory to the trustee against any loss, liability or expense from the taking of the action; |
• | the trustee does not comply with the request within 60 days after receipt of the request and offer and, if requested, the provision of indemnity; and |
• | during the 60-day period, the holders of a majority in principal amount of the then outstanding subordinated debt securities of all those series, treating all those series as a single class, do not give the trustee a direction inconsistent with the written request. |
• | a continuing default in payment of the principal of, interest or premium, if any, on, or any sinking fund payment on, subordinated debt securities of the series; |
• | one arising from a failure to pay or deliver to converting holders consideration due upon conversion; and |
• | in respect of a covenant or provision that under the subordinated indenture cannot be modified or amended without the consent of each holder of subordinated debt securities affected. |
• | change the maturity date, or the payment date of any installment interest on, any securities; |
• | reduce the principal amount of, or interest on, any securities; |
• | change the place, manner or currency of payment of principal of, or interest on, any securities; |
• | impair the right to institute a suit for the enforcement of any payment on, or with respect to, or of the conversion of, any security; |
• | change the ranking of the securities in a manner adverse to the holders of securities; |
• | adversely affect the right of holders of securities to convert their securities in accordance with the indenture, or reduce the amount of consideration due upon conversion; |
• | reduce the percentage in aggregate principal amount of outstanding securities whose holders must consent to a modification or amendment of the indenture or the securities; |
• | reduce the percentage in aggregate principal amount of outstanding securities whose holders must consent to a waiver of compliance with any provision in the indenture, or the securities or a waiver of any default or event of default; or |
• | modify the applicable provisions of the indenture, except to increase the percentage required for modification or waiver or to provide for the consent of each affected holder. |
• | provide for the assumption by a successor company of the Company’s obligations under the securities and the indenture; |
• | add guarantees with respect to the securities; |
• | secure the securities; |
• | add to the covenants for the benefit of the holders or surrender any right or power conferred upon the Company; |
• | make any change, including to cure any omission, ambiguity, manifest error or defect or to correct any inconsistency in the indenture that does not adversely affect the rights of any holder in any material respect; |
• | comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act or with the rules of any applicable securities depository; |
• | provide for the issuance of and establish the form and terms and conditions of the securities of any series, to establish the form of any certifications required to be furnished, or to add to the rights of the holders of any series of securities; |
• | add additional events of default; |
• | evidence the acceptance or appointment of a successor trustee or to add an additional trustee or agent in accordance with the indenture; or |
• | conform the provisions of the indenture and the securities to the “Description of Notes” section as set forth in a preliminary prospectus supplement related to the offering and sale of the securities, as supplemented by the related pricing term sheet. |
Item 14. | Other expenses of issuance and distribution. |
SEC registration fee | | | $* |
Printing expenses | | | + |
Legal fees and expenses | | | + |
Audit fees and expenses | | | + |
Trustee fees and expenses | | | + |
Rating agency fees | | | + |
Miscellaneous expenses | | | + |
Total | | | $ + |
* | In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of the registration fee for the securities offered by this registration statement of which the related prospectus forms a part. |
+ | Estimated expenses are not presently known. |
Item 15. | Indemnification of directors and officers. |
Item 16. | Exhibits. |
Exhibit Number | | | Description |
1.1* | | | Form of Underwriting Agreement. |
| | Amended and Restated Certificate of Incorporation of Enact Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Enact’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022). | |
| | Amended and Restated Bylaws of Enact Holdings, Inc. (incorporated by reference to Exhibit 3.1 to Enact’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2022). | |
4.1* | | | Form of Common Stock Certificate. |
| | Form of Senior Note Indenture, between Enact Holdings, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee for the senior debt securities. | |
| | Form of Senior Subordinated Note Indenture, between Enact Holdings, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee for the senior subordinated debt securities. | |
| | Form of Subordinated Note Indenture, between Enact Holdings, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee for the subordinated debt securities. | |
4.5* | | | Form of Certificate of Designation of Preferred Stock. |
4.6* | | | Form of Guarantee. |
4.7* | | | Form of Warrant Agreement. |
4.8 | | | Form of senior debt security (included in Exhibit 4.2). |
4.9 | | | Form of senior subordinated debt security (included in Exhibit 4.3). |
4.10 | | | Form of subordinated debt security (included in Exhibit 4.4). |
| | Opinion of Gibson, Dunn & Crutcher LLP. | |
| | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | |
23.2 | | | Consent of Gibson, Dunn & Crutcher LLP is included in its opinion referred to in Exhibit 5.1 above. |
| | Power of Attorney. | |
| | T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of the form of Senior Note Indenture. | |
| | T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of the form of Senior Subordinated Note Indenture. | |
| | T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., as trustee, in respect of the form of Subordinated Note Indenture. | |
| | Filing Fee Table. |
* | To be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference or by post-effective amendment. |
Item 17. | Undertakings. |
| | ENACT HOLDINGS, INC. | ||||
| | | | |||
| | By: | | | /s/ Rohit Gupta | |
| | Name: | | | Rohit Gupta | |
| | Title: | | | President and Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Rohit Gupta | | | President, Chief Executive Officer and Director (principal executive officer) | | | April 11, 2024 |
Rohit Gupta | | |||||
| | | | |||
/s/ Hardin Dean Mitchell | | | Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer) | | | April 11, 2024 |
Hardin Dean Mitchell | | |||||
| | | | |||
/s/ James McMullen | | | Vice President, Controller and Principal Accounting Officer | | | April 11, 2024 |
James McMullen | | |||||
| | | | |||
* | | | Director | | | April 11, 2024 |
Thomas J. McInerney | | | | | ||
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* | | | Director | | | April 11, 2024 |
Jerome T. Upton | | | | | ||
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* | | | Director | | | April 11, 2024 |
Dominic Addesso | | | | | ||
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* | | | Director | | | April 11, 2024 |
Michael A. Bless | | | | | ||
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* | | | Director | | | April 11, 2024 |
John D. Fisk | | | | | ||
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* | | | Director | | | April 11, 2024 |
Sheila Hooda | | | | | ||
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* | | | Director | | | April 11, 2024 |
Robert P. Restrepo Jr. | | | | | ||
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* | | | Director | | | April 11, 2024 |
Debra W. Still | | | | | ||
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* | | | Director | | | April 11, 2024 |
Westley V. Thompson | | | | | ||
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* | | | Director | | | April 11, 2024 |
Anne G. Waleski | | | | | ||
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/s/ Rohit Gupta | | | As Attorney-In-Fact for the individuals noted above with an asterisk | | | April 11, 2024 |
Rohit Gupta | |