HCI Group, Inc. (NYSE: HCI), a
holding company with operations in homeowners insurance,
information technology services, real estate, and reinsurance,
along with its majority owned subsidiary, TypTap Insurance Group,
Inc., announced today the undertaking of several strategic steps
designed to increase operational and capital flexibility and to
better position the company for future growth opportunities. These
steps include the modification of the company’s relationship with
Centerbridge Partners L.P., including extending the warrant held by
Centerbridge and redeeming all outstanding preferred shares of
TypTap Insurance Group held by Centerbridge.
“We are taking steps to simplify our balance sheet and give us
maximum flexibility to pursue attractive opportunities in the
future,” said Paresh Patel, HCI’s chairman and chief executive
officer. “We believe this modification could lead to an immediate
benefit to HCI’s financial results by eliminating future dividends
that would have otherwise accrued on the preferred shares, but more
importantly, gives the company added autonomy and flexibility to
pursue future growth opportunities that could unlock additional
shareholder value in the future.”
As part of the transaction, Centerbridge and HCI have agreed to
extend the expiration date of the warrant currently held by
Centerbridge to purchase up to 750,000 shares of HCI common stock.
The amended and restated warrant extends the expiration as to
450,000 underlying warrant shares in 150,000-share increments
during the period December 31, 2026 through December 31, 2028, and
the expiration of the remaining 300,000 underlying warrant shares
will remain the same as the originally scheduled expiration date of
February 26, 2025. HCI will recognize a one-time non-cash deemed
dividend related to the warrant extension in the first quarter of
2024. HCI and Centerbridge also entered into a registration rights
agreement to grant resale registration rights to Centerbridge with
respect to Centerbridge’s warrant and the shares of HCI common
stock issuable pursuant to the warrant.
TypTap has also redeemed all of the TypTap Series A Preferred
Stock held by Centerbridge -- more than one year before
Centerbridge’s optional February 26, 2025 redemption date. The
redemption totaled approximately $100 million plus accrued and
unpaid dividends of approximately $2.9 million. The redemption
results in the elimination of any future dividends that would have
otherwise accrued on the preferred shares, including dividends at
the increased dividend rate of 9.5% that would have commenced in
February 2024. The redemption is being funded with cash on hand, as
well as approximately $50 million from HCI’s existing credit
facility with Fifth Third Bank.
HCI also announced today that it has filed a shelf registration
statement on Form S-3 (the “Shelf Registration”). The Shelf
Registration, which automatically became effective immediately on
filing, replaces the company’s old universal shelf registration
statement filed in September 2023 and permits the Company to offer
and sell its common stock, preferred stock, debt securities,
warrants, and stock purchase contracts and units, from time to
time, subject to market conditions and our capital needs. The Shelf
Registration will also enable Centerbridge to sell all or portion
of the above-described amended and restated warrant or the shares
issuable pursuant to the warrant.
As a part of the Shelf Registration, HCI also announced today
the implementation of an “at-the-market” facility (the “ATM
facility”) under which we would have the ability to raise up to $75
million through the issuance of new shares of common stock into the
market if it were to so choose.
While the Company has no immediate plans to issue shares
pursuant to the ATM facility or the Shelf Registration, which are
intended to provide financial flexibility going forward, the use of
proceeds of any such securities offered by the company will be
described in detail in a prospectus supplement at the time of any
such offering and which for the ATM facility are for working
capital and other general corporate purposes, to the extent such
shares are offered. Prospective investors, if we are to sell under
the ATM facility, should read the company’s filings related to such
offering and copies of the prospectus supplement and related
prospectus may be obtained from Truist Securities, Inc., Attention:
Prospectus Department, 303 Peachtree Street, Atlanta, GA 30308,
telephone: 800-685-4786, or e-mail: TSIdocs@Truist.com. You may
also obtain these documents free of charge by visiting EDGAR on the
SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state. Any offering may be made
only by means of the prospectus included in the registration
statement and one or more related prospectus supplements that may
be used with respect to such offering.
HCI management will host a call to discuss events related to
this press release.
Interested parties can listen to the live presentation by
dialing the listen-only number below or by clicking the webcast
link available on the Investor Information section of the company's
website at www.hcigroup.com.
Date: Monday, January 22, 2024Time: 4:45 p.m. Eastern time (1:45
p.m. Pacific time)Toll Free: 888-506-0062International:
973-528-0011Participant Access Code: 973164
Please call the conference telephone number 10 minutes before
the start time. An operator will register your name and
organization. If you have any difficulty connecting with the
conference call, please contact Gateway Group at 949-574-3860.
A replay of the call will be available after 8:00 p.m. Eastern
time on the same day as the call and via the Investor Information
section of the HCI Group website at www.hcigroup.com.
Toll Free: 877-481-4010International: 919-882-2331Replay
Passcode: 49741
About HCI Group, Inc.HCI Group, Inc. owns
subsidiaries engaged in diverse, yet complementary, business
activities, including homeowners insurance, information technology
services, insurance management, real estate, and reinsurance. HCI’s
leading insurance operation, TypTap Insurance Company, is a
technology-driven homeowners insurance company. TypTap’s operations
are powered in large part by insurance-related information
technology developed by HCI’s software subsidiary, Exzeo USA, Inc.
HCI’s largest subsidiary, Homeowners Choice Property & Casualty
Insurance Company, Inc., provides homeowners insurance primarily in
Florida. HCI’s real estate subsidiary, Greenleaf Capital, LLC, owns
and operates multiple properties in Florida, including office
buildings, retail centers and marinas.
The company's common shares trade on the New York Stock Exchange
under the ticker symbol "HCI" and are included in the Russell 2000
and S&P SmallCap 600 Index. HCI Group, Inc. regularly publishes
financial and other information in the Investor Information section
of the company’s website. For more information about HCI Group and
its subsidiaries, visit www.hcigroup.com.
Forward-Looking StatementsThis news release may
contain forward-looking statements made pursuant to the Private
Securities Litigation Reform Act of 1995. Words such as
“anticipate,” “estimate,” “expect,” “intend,” “plan,” “confident,”
“prospects” and “project” and other similar words and expressions
are intended to signify forward-looking statements. Forward-looking
statements are not guarantees of future results and conditions but
rather are subject to various risks and uncertainties. For example,
HCI Group can give no assurance that the actions described herein
will provide an immediate benefit to the company’s financial
results. Some of these risks and uncertainties are identified in
the company’s filings with the Securities and Exchange Commission.
Should any risks or uncertainties develop into actual events, these
developments could have material adverse effects on the company’s
business, financial condition and results of operations. HCI Group,
Inc. disclaims all obligations to update any forward-looking
statements.
Company Contact:Bill Broomall, CFA Investor
RelationsHCI Group, Inc.Tel (813) 776-1012wbroomall@typtap.com
Investor Relations Contact:Matt GloverGateway
Group, Inc. Tel 949-574-3860HCI@gateway-grp.com
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