UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
November 3, 2006
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Date of report (Date of earliest event reported)
UNIVERSAL INSURANCE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-20848 65-0231984
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation or organization) Identification No.)
1110 W. Commercial Blvd. Suite 100, Fort Lauderdale, Florida 33309
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (954) 958-1200
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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 (see General Instruction A.2. below):
/ / Written communication 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)).
ITEM 1.01 Entry into a Material Definitive Agreement
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On November 3, 2006, Universal Insurance Holdings, Inc. (the "Company") entered
into a Note Purchase Agreement with Benfield Greig (Holdings), Inc. ("Benfield")
to obtain a secured loan in the aggregate principal amount of $12,000,000 (the
"Note Purchase Agreement"). In connection with the Note Purchase Agreement, the
Company issued to Benfield a Secured Promissory Note (the "Note") containing
usual and customary security terms. Interest on the Note will accrue at the
market rate of 12.75% per annum ("Market Rate"). The outstanding principal is
due in six monthly installments of $1,500,000 and a final seventh monthly
installment of the remaining balance plus all accrued interest under the terms
of the Note starting on January 31, 2007 and ending on July 31, 2007. An event
of default will occur under the Note if the Company defaults in the payment of
the Note or upon the occurrence of other typical default events.
In connection with the loan, the Company and its subsidiaries appointed Benfield
Inc. as their reinsurance intermediary for all of their reinsurance placements
for the year beginning on June 1, 2007.
In addition, if the Company and its subsidiaries fulfill their material
obligations under their agreements with Benfield, on July 10, 2008, or before as
events dictate, Benfield will refund to the Company and pay the difference
between the interest actually paid using the Market Rate and the interest that
would have been paid using a rate of 8.25% per annum.
The Company and its subsidiaries have agreed to accrue a loan processing and
origination fee of $500,000 which Benfield shall forgive in full if the Company
and its subsidiaries fulfill their material obligations under the agreements
with Benfield but shall otherwise immediately become due and payable and subject
to the terms of the security agreement securing the Note if the Company or its
subsidiaries terminate or materially breach the agreements with Benfield.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation
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under an Off-Balance Sheet Arrangement of a Registrant
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The information provided in Item 1.01 of this Current Report on Form 8-K
regarding the Note Purchase Agreement and Note is incorporated by reference into
this Item 2.03.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: November 9, 2006 UNIVERSAL INSURANCE HOLDINGS, INC.
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By: /s/ Bradley I. Meier
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Bradley I. Meier
President and Chief Executive Officer