Kingstone Announces Exchange Agreement for Debt Refinancing
12 Dicembre 2022 - 2:00PM
Business Wire
Kingstone Companies, Inc. (Nasdaq:KINS) (the "Company" or
"Kingstone"), a Northeast regional property and casualty insurance
holding company, announced today that it has entered into a Note
and Warrant Exchange Agreement (the “Exchange Agreement”) with
several holders (the “Exchanging Noteholders”) to refinance its
outstanding 5.50% Senior Notes due on December 30, 2022 (the
“Existing Notes”). The Exchanging Noteholders hold approximately
$21.55 million principal amount of the Company’s outstanding $30
million principal amount of Existing Notes.
Pursuant to the Exchange Agreement, Kingstone will issue to the
Exchanging Noteholders, in exchange for their Existing Notes, new
12.0% Senior Notes due December 30, 2024 in the aggregate principal
amount of $19.95 million, along with cash totaling approximately
$1.6 million and three-year warrants for the purchase of
approximately 970,000 shares of common stock of the Company. The
exchange is scheduled to close on December 15, 2022, and Kingstone
will fund the amount outstanding on the Existing Notes on their
maturity date.
“We are pleased to have entered into this debt refinancing
agreement, which will strengthen Kingstone’s balance sheet and
extend our nearest debt maturity to December 30, 2024,” said Barry
Goldstein, Kingstone's Chief Executive Officer. “This milestone
represents an important vote of confidence in Kingstone on behalf
of the investment community and will enable us to fully focus on
our key initiatives. It’s clear that our Kingstone 2.0 strategy is
taking hold, and as a team we’re focused on accelerating this
progress as we work to drive enhanced value for our
stockholders.”
“Our team remains focused on executing with discipline in order
to better select, underwrite, price, and manage our risks through
the current macro environment," said Meryl Golden, Kingstone's
Chief Operating Officer. “This refinancing will position us to best
deliver on these commitments, and we look forward to leveraging
Kingstone’s enhanced financial flexibility to the benefit of the
stakeholders we serve."
About Kingstone Companies,
Inc.
Kingstone is a northeast regional property and casualty
insurance holding company whose principal operating subsidiary is
Kingstone Insurance Company ("KICO"). KICO is a New York domiciled
carrier writing business through retail and wholesale agents and
brokers. KICO offers primarily personal lines insurance products in
New York, New Jersey, Rhode Island, Massachusetts, and Connecticut.
Kingstone is also licensed in Pennsylvania, New Hampshire, and
Maine.
Forward-Looking
Statements
Statements in this press release may contain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements, other than statements of
historical facts, may be forward-looking statements. These
statements are based on management's current expectations and are
subject to uncertainty and changes in circumstances. These
statements involve risks and uncertainties that could cause actual
results to differ materially from those included in forward-looking
statements due to a variety of factors. For more details on factors
that could affect expectations, see Part I, Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2021 filed with
the Securities and Exchange Commission under "Factors That May
Affect Future Results and Financial Condition" and Part I, Item 2
and Part II, Item 1A of our Quarterly Report on Form 10-Q for the
period ended September 30, 2022 to be filed with the Securities and
Exchange Commission. These risks and uncertainties include, without
limitation, the following:
- As a property and casualty insurer, we may face significant
losses from catastrophes and severe weather events.
- Unanticipated increases in the severity or frequency of claims
may adversely affect our operating results and financial
condition.
- We are exposed to significant financial and capital markets
risk which may adversely affect our results of operations,
financial condition and liquidity, and our net investment income
can vary from period to period.
- The insurance industry is subject to extensive regulation that
may affect our operating costs and limit the growth of our
business, and changes within this regulatory environment may
adversely affect our operating costs and limit the growth of our
business.
- Changing climate conditions may adversely affect our financial
condition, profitability or cash flows.
- Because a significant portion of our revenue is currently
derived from sources located in New York, our business may be
adversely affected by conditions in such state.
- We are highly dependent on a relatively small number of
insurance brokers for a large portion of our revenues.
- Actual claims incurred may exceed current reserves established
for claims, which may adversely affect our operating results and
financial condition.
- We rely on our information technology and telecommunication
systems, and the failure of these systems could materially and
adversely affect our business.
- We will need to satisfy the conditions to the closing of the
Exchange Agreement.
Kingstone undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
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Arielle Rothstein / Kaitlin Kikalo Joele Frank, Wilkinson
Brimmer Katcher (212) 355-4449
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