employers8k.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): May 23, 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)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 – Registrant's Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
On
May 23, 2008, Employers Holdings, Inc. (the "Company") and Wells Fargo Bank,
National Association ("Wells Fargo") entered into an amended and restated credit
agreement (the "New Credit Agreement'') and an amended and restated revolving
line of credit note (the "New Note," and together with the New Credit Agreement,
the "New Credit Facility"). The New Credit Facility replaces the
Company's existing credit agreement (the "Old Credit Agreement") and revolving
line of credit note (the "Old Note," and together with the Old Credit Agreement,
the "Old Credit Facility"), each dated as of March 26, 2008 between the Company
and Wells Fargo. The New Credit Facility provides the Company with a
$150.0 million line of credit through April 30, 2009, and a $50.0 million line
of credit thereafter. Proceeds under the New Credit Facility can be
used by the Company to provide financing for the acquisition of AmCOMP
Incorporated and for general working capital purposes. Any advances
made under the New Credit Facility in excess of $50.0 million must be repaid by
May 1, 2009, and all other amounts 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) a fluctuating rate per annum equal to Wells Fargo's prime
rate or (ii) a fixed rate that (a) until May 1, 2009 is 0.75% above the LIBOR
Rate then in effect and (b) thereafter 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 and a non-refundable commitment fee of $375,000.
The New
Credit Facility is secured by a portfolio of government, agency and municipal
bonds having a market value of approximately $191.1 million as of May 22, 2008
and held in a custody account by Wells Fargo. The New Credit Facility
contains customary representations and warranties, as well as customary events
of default and affirmative and negative covenants. The New Credit
Facility requires the Company to maintain at least $7.5 million of cash on
hand.
The
foregoing description of the New Credit Agreement and the New Note does not
purport to be complete and is qualified in its entirety by reference to the full
text of the New Credit Agreement and the New Note, copies of which are filed as
Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated by
reference herein.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
10.1
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Credit
Agreement, dated May 23, 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 May 23, 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
Legal
Officer and General Counsel
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Dated: May
23, 2008
Exhibit
Index
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10.1
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Credit
Agreement, dated May 23, 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 May 23, 2008, between Employers Holdings, Inc.
and Wells Fargo Bank, National
Association.
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