form8-k.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): March 31, 2008 (March 27,
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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9790
Gateway Drive
Reno,
Nevada 89521
(Former
Name or Address, if Changed Since Last
Report)
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_____________________
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 March 27, 2008, Employers Holdings,
Inc. (the "Company") and Wells Fargo Bank, National Association ("Wells Fargo")
executed a credit agreement (the "Credit Agreement'') and revolving line of
credit note (the "Note," and together with the Credit Agreement, the "Credit
Facility"), each dated March 26, 2008, for a $50.0 million line of credit, the
proceeds of which can be used by the Company for general working capital
purposes. Any advances made under the Credit Facility must be repaid
by March 26, 2011. Amounts outstanding under the Credit Facility bear
interest at a rate equal to, at the Company's option, (i) Wells Fargo's prime
rate or (ii) a fixed rate that is 0.30% above the LIBOR Rate then in
effect. The "LIBOR Rate" is the rate per annum (rounded upward, if
necessary) equal to the quotient of (x) the rate quoted by Wells Fargo as the
Inter-Bank Marked 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 a quarterly commitment fee equal to 0.10% on any portion of the line of
credit that is unused.
The Credit Facility is secured by a
custody account maintained by the Company with Wells Fargo containing
government, agency and municipal bonds with an aggregate par value of $55.0
million. The Credit Facility contains customary representations and
warranties, as well as customary events of default and affirmative and negative
covenants. The Credit Facility does not require the Company to comply
with any financial covenants, such as the maintenance of certain financial
ratios.
The foregoing description of the Credit
Agreement and the Note does not purport to be complete and is qualified in its
entirety by reference to the full text of the Credit Agreement and the Note,
copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively,
and are hereby incorporated into this report by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
99.1
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Credit
Agreement, dated March 26, 2008, between Employers Holdings, Inc. and
Wells Fargo Bank, National
Association.
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99.2
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Revolving
Line of Credit Note, dated March 26, 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:
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/s/
Lenard T. Ormsby
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Name:
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Lenard
T. Ormsby
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Title:
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Executive
Vice President, Chief
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Legal
Officer and General Counsel
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Dated: March
31, 2008
Exhibit
Index
Exhibit
No.
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Exhibit
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10.1
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Credit
Agreement, dated March 26, 2008, between Employers Holdings, Inc. and
Wells Fargo Bank, National Association.
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10.2
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Revolving
Line of Credit Note, dated March 26, 2008, between Employers Holdings,
Inc. and Wells Fargo Bank, National
Association.
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