Selective Insurance Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On February 25, 2025, Selective Insurance Group, Inc. (the “Company”) issued $400,000,000 aggregate principal amount of its 5.900% Senior Notes due 2035 (the “Securities”) pursuant to a Prospectus Supplement, dated February 20, 2025 (the “Prospectus Supplement”), to the Prospectus, dated May 30, 2024, filed as part of the Company’s Registration Statement on Form S-3ASR (Registration No. 333-279815) filed with the U.S. 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 |
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 | ||