HCIIP HCI Group Inc (PK)

 

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): January 5, 2024

HCI GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida		01-34126		20-5961396
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)
3802 Coconut Palm Drive Tampa, Florida 33619
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:

(813) 405-3600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		HCI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

---

 

 

Item 8.01 Other Events

 

On January 5, 2024, we notified the holders of our outstanding 4.25% Convertible Senior Notes due 2037 that we have elected to redeem the remaining $24 million principal balance of the Notes. As a result of this notice the Notes became immediately convertible into HCI common shares. The redemption date is March 15, 2024. The current conversion rate, which is subject to adjustment, is 16.5893 common shares per $1,000 principal amount of the Notes. The company expects all holders will elect to convert their Notes. Such conversions will have no impact on HCI’s diluted share count.

 

In addition, the Notes became convertible per the terms of the Note Indenture which provides that the Notes will become convertible during a quarter when the share price for 20 trading days during the final 30 trading days of the immediately preceding quarter was greater than 130% of the Conversion Price. Our common shares traded above this mark for more than 20 trading days from November 16 to December 29, 2023. The Indenture appears as Exhibit 4.1 to our Form 8-K filed March 3, 2017.

 

The current Conversion Rate for the Notes is 16.5893 common shares per $1,000 principal amount of the Notes, subject to adjustment in the event of certain common dividends are declared. All Note Holders who wish to convert their notes into shares of HCI common stock must provide a Notice of Conversion as provided in Section 13.02(b) of the Indenture.

 

Forward-Looking Statements

 

This Form 8-K 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, there can be no assurance that all holders will elect to convert their Notes. 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.

 

Our corresponding press release appears as Exhibit 99.1 to this form 8-K.

Item 9.01. Exhibits.

Exhibit 99.1 Press Release

 

 

 

 

 

 

 

 

 

 

---

 

 

 

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.

				HCI GROUP, INC.
Date: January 10, 2024				By:		/s/ James Mark Harmsworth
				Name:		James Mark Harmsworth
				Title:		Chief Financial Officer

 

 

---

 

 

HCI Group to Redeem 4.25% Convertible Senior Notes

 

Tampa, Fla. – January 10, 2024 – HCI Group, Inc. (NYSE: HCI), a holding company with operations in homeowners insurance, information technology services, real estate, and reinsurance, has notified holders of its 4.25% Convertible Senior Notes that it has elected to redeem the remaining $24 million principal balance of the Notes. The redemption date is March 15, 2024. As a result of this notice, the Notes became immediately convertible into HCI common shares. The current conversion rate, which is subject to adjustment, is 16.5893 common shares per $1,000 principal amount of the Notes. The company expects all holders will elect to convert their Notes. Such conversions will have no impact on HCI’s diluted share count.

 

“HCI has taken several steps over the past few years to strengthen its balance sheet. This latest conversion helps simplify our balance sheet and reduce our debt-to-capital ratio,” said Paresh Patel, HCI’s chairman and chief executive officer. “The company continues to have significant liquidity at the holding company to execute on our future business initiatives.”

 

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 Statements

This 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, there can be no assurance that all holders will elect to convert their Notes or that the company will have sufficient funds to fully fund its business initiatives. 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 Relations
HCI Group, Inc.
Tel (813) 776-1012
wbroomall@typtap.com

 

Investor Relations Contact:

Matt Glover

Gateway Group, Inc.

Tel 949-574-3860

HCI@gatewayir.com

 

 

---

v3.23.4

Cover	Jan. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 05, 2024
Entity Registrant Name	HCI GROUP, INC.
Entity Central Index Key	0001400810
Entity Emerging Growth Company	false
Entity File Number	01-34126
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	20-5961396
Entity Address, Address Line One	3802 Coconut Palm Drive
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33619
City Area Code	813
Local Phone Number	405-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock
Trading Symbol(s)	HCI
Name of each exchange on which registered	NYSE

---