--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-044374" form_type: "8-K" ticker: "KNSL" cik: "0001669162" company_name: "Kinsale Capital Group, Inc." filed_at: "2023-09-18T23:59:59+00:00" generated_at: "2026-06-10T14:53:24.456592+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Kinsale Capital raises notes cap to $200M, issues $50M in 6.21% Series B notes due 2034 ## Summary - Raised note purchase agreement cap from $150M to $200M; issued $50M of 6.21% Series B Senior Notes due July 22, 2034. - Amended credit agreement to increase allowed issuance basket from $150M to $250M. - Adopted bylaw amendments to comply with SEC universal proxy rules (Rule 14a-19) and other technical changes. - PGIM affiliates purchased the new Series B notes. ## SEC filing metadata - accession: 0001140361-23-044374 - form_type: 8-K - ticker: KNSL - cik: 0001669162 - company_name: Kinsale Capital Group, Inc. - filed_at: 2023-09-18T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 2.03, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1669162/000114036123044374/0001140361-23-044374-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1669162/000114036123044374/ef20010724_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-044374 - JSON: https://secwatch.observer/filing/0001140361-23-044374.json - Plain text: https://secwatch.observer/filing/0001140361-23-044374.txt ## Key facts - Governance Changes Kinsale Capital Group, Inc.: Amended Section 2.5 of the By-Laws to update procedures for director nominations, including compliance with Rule 14a-19 universal proxy card rules and other technical and conforming changes (effective 2023-09-13). - Change: bylaw amendment - Effective: 2023-09-13 source text: On September 13, 2023, the Board of Directors (the “Board”) of Kinsale Capital Group, Inc. (the “Company”) adopted amendments to the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”) in order to update the procedures and disclosure requirements for director nominations made under the Company’s existing advance notice requirements to: (i) reflect the U.S. Securities and Exchange Commission’s adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) make other technical and conforming changes. evidence_url: https://www.sec.gov/Archives/edgar/data/1669162/000114036123044374/0001140361-23-044374-index.htm - Material Agreements Kinsale Capital Group, Inc. entered into First Amendment to the Note Purchase and Private Shelf Agreement with PGIM, Inc. and the other noteholders party thereto valued at NPA Notes Cap increased from $150 million to $200 million; issued $50 million aggregate principal am (effective 2023-09-18). - Action: entry - Agreement: notes offering - Counterparty: PGIM, Inc. and the other noteholders party thereto - Value: NPA Notes Cap increased from $150 million to $200 million; issued $50 million aggregate principal am - Effective: 2023-09-18 source text: On September 18, 2023, Kinsale Capital Group, Inc. (the "Company") entered into: • First Amendment to the Note Purchase and Private Shelf Agreement (the "NPA Amendment") with PGIM, Inc. and the other noteholders party thereto; and • Amendment No. 1 to the Amended and Restated Credit Agreement (the "Credit Agreement Amendment") with JPMorgan Chase Bank, N.A., as administrative agent and as a lender, Truist Bank, as a lender, and CIBC Bank USA, as a lender. First Amendment to the Note Purchase and Private Shelf Agreement The NPA Amendment amends the Note Purchase and Private Shelf Agreement, dated as of July 22, 2022 (the "Original Agreement" and, together with the NPA Amendment, the "Note Purchase Agreement"). The Original Agreement provided for the issuance of additional shelf notes from time to time (the "Shelf Notes"), provided that the total amount of notes outstanding thereunder (including the $125 million of Series A notes issued in July 2022) does not exceed $150 million (the "NP evidence_url: https://www.sec.gov/Archives/edgar/data/1669162/000114036123044374/0001140361-23-044374-index.htm - Material Agreements Kinsale Capital Group, Inc. amended Amendment No. 1 to the Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and as a lender, Truist Bank, as a lender, and CIBC Bank USA, as a lender valued at Amended Section 6.01(s) to change $150,000,000 to $250,000,000 (effective 2023-09-18). - Action: amendment - Agreement: credit facility - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent and as a lender, Truist Bank, as a lender, and CIBC Bank USA, as a lender - Value: Amended Section 6.01(s) to change $150,000,000 to $250,000,000 - Effective: 2023-09-18 source text: On September 18, 2023, Kinsale Capital Group, Inc. (the "Company") entered into: • First Amendment to the Note Purchase and Private Shelf Agreement (the "NPA Amendment") with PGIM, Inc. and the other noteholders party thereto; and • Amendment No. 1 to the Amended and Restated Credit Agreement (the "Credit Agreement Amendment") with JPMorgan Chase Bank, N.A., as administrative agent and as a lender, Truist Bank, as a lender, and CIBC Bank USA, as a lender. First Amendment to the Note Purchase and Private Shelf Agreement The NPA Amendment amends the Note Purchase and Private Shelf Agreement, dated as of July 22, 2022 (the "Original Agreement" and, together with the NPA Amendment, the "Note Purchase Agreement"). The Original Agreement provided for the issuance of additional shelf notes from time to time (the "Shelf Notes"), provided that the total amount of notes outstanding thereunder (including the $125 million of Series A notes issued in July 2022) does not exceed $150 million (the "NP evidence_url: https://www.sec.gov/Archives/edgar/data/1669162/000114036123044374/0001140361-23-044374-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.