James River Group restructures preferred shares, raises $12.5M, and secures $75M adverse development cover

James River Group Holdings, Inc.

Exchanged 37,500 Series A Preferred for 5.9M common shares at $6.40/share; private placement of 1.95M shares to Cavello Bay for $12.5M.
Entered ADC reinsurance with Cavello Bay covering 100% of losses above $1.1837B retention, up to $75M limit; premium $52.8M.
Series A Preferred conversion price reset to $8.32 (130% of $6.40); mandatory conversion if stock exceeds $16.64 for 20 days.
Dividend on Series A Preferred stays 7% until Sept 2029, then resets to 5-yr Treasury plus 5.2%, capped at 8%.
Closings subject to Bermuda Monetary Authority approval and satisfaction of ADC conditions.

item 1.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

James River Group Holdings, Inc.: On November 11, 2024, the Company amended its Certificate of Designations for the 7% Series A Perpetual Cumulative Convertible Preferred Shares to modify conversion rights, dividend terms, and other preferences of holders (effective 2024-11-11).

Change: charter amendment
Effective: 2024-11-11

Exact text from the filing

Amended and Restated Certificate of Designations On November 11, 2024, the Company entered into the Amended and Restated Certificate of Designations of the 7% Series A Perpetual Cumulative Convertible Preferred Shares (the “A&R Certificate of Designations”) in order to amend and restate the rights of holders of the Series A Preferred Shares, as more particularly set forth below:

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James River Group Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-24-117680

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