Current Report Filing (8-k)

false 0001494904 0001494904 2020-12-01 2020-12-01 0001494904 us-gaap:CommonClassBMember 2020-12-01 2020-12-01 0001494904 gbli:SevenPointEightSevenFivePercentSubordinatedNotesDueTwoThousandAndFortySevenMember 2020-12-01 2020-12-01

 

 

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

December 1, 2020

Date of Report (Date of earliest event reported)

 

 

GLOBAL INDEMNITY GROUP, LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-34809		85-2619578
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Three Bala Plaza East, Suite 300 Bala Cynwyd, PA		19004
(Address of principal executive offices)		(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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 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		Name of each exchange on which registered
Class A Common Shares, no par value		GBLI		NASDAQ Global Select Market
7.875% Subordinated Notes due 2047		GBLIL		NASDAQ Global Select Market

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 1, 2020, Michele A. Colucci informed Global Indemnity Group, LLC (the “Company”) that she was resigning from the Board of Directors (the “Board”) of the Company effective at the conclusion of the Board’s meeting held on December 5, 2020 and December 6, 2020. Ms. Colucci’s decision to resign does not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with the resignation of Ms. Colucci, the size of the Board has been reduced from eight to seven directors.

 

Item 8.01

Other Events

On December 7, 2020, the Company announced that the Board approved on December 6, 2020 a distribution payment of $0.25 per common share with a payment date of December 31, 2020 to all shareholders of record as of the close of business on December 24, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01

Other Events

(d) Exhibits

 

Exhibit No.		Description
99.1		Press release for Global Indemnity Group, LLC dated December 7, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

---

SIGNATURES

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.

 

				Global Indemnity Group, LLC
December 7, 2020				By:		/s/ Thomas M. McGeehan
				Name:		Thomas M. McGeehan
				Title:		Chief Financial Officer