DEBT AND CREDIT FACILITIES
Debt Obligations
The following table summarizes the Company’s outstanding debt obligations.
| | | | | | | | | | | | | | |
| | December 31, 2025 | | December 31, 2024 |
| Revolving credit facility | | $ | 5,000 | | | $ | — | |
| Term loans | | — | | | 60,313 | |
| Accrued interest payable | | — | | | 923 | |
| Less: deferred financing costs | | (276) | | | (487) | |
| Total debt | | $ | 4,724 | | | $ | 60,749 | |
Revolving credit facility
On September 3, 2025, the Company executed a First Amendment to its Credit Agreement originally dated June 26, 2023 (the “Amended Credit Agreement”), providing for a $50 million revolving credit facility (the “Revolving Credit Facility”). The proceeds were used to fully refinance the remaining $50 million Term Loans. This non-cash transaction was accounted for as a debt extinguishment.
The outstanding loans under the Revolving Credit Facility accrue interest at a rate equal to Term Secured Overnight Financing Rate (SOFR) plus 3.25% per annum. During the year ended December 31, 2025, the Company repaid $45 million of the outstanding Revolving Credit Facility.
The Amended Credit Agreement continues to be secured by a first-priority lien on a collateral account with a minimum balance of $10.0 million. The Company was in compliance with all covenants relating to the Amended Credit Agreement at December 31, 2025.
Term Loans
On June 16, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with a group of banks (the “Banks”), for which CIBC Bank USA is acting as administrative agent. The Credit Agreement provides, subject to certain customary conditions, for a delayed draw term loan facility (the “Loan Facility”), in an aggregate amount of $75.0 million. Outstanding loans (“Term Loans”) under the Facility will (i) amortize in equal quarterly installments in an aggregate annual amount equal to 5.0% of the Term Loans and (ii) accrue interest at a rate equal to an adjusted term Secured Overnight Financing Rate (“SOFR”) plus 3.5% per annum. The Company posted $10.0 million of collateral as security for the Loan Facility. The Loan Facility matures on August 1, 2026.
During the year ended December 31, 2025, the Company partially repaid $10.3 million of the outstanding Term Loans.
During the year ended December 31, 2024, the Company partially repaid $13.8 million of the outstanding Term Loans.
Financing Costs
For the year ended December 31, 2025, the Company recognized interest expense of $4.4 million (2024: $5.8 million, 2023: $5.3 million) relating to the total debt, which included the interest coupon, the amortization of issuance costs and the change in fair value of the interest rate swap (see Note 7).
Credit Facilities
In the normal course of business, the Company enters into agreements with financial institutions to obtain secured credit facilities. At December 31, 2025, the Company had letters of credit (“LC”) facilities with the following financial institutions:
| | | | | | | | | | | | | | | | |
| | Capacity | | LCs issued | | |
| HSBC | | $ | 100,000 | | | $ | — | | | |
| Citibank | | 275,000 | | | 173,618 | | | |
| CIBC | | 200,000 | | | 136,805 | | | |
| Total LCs in favor of cedants | | $ | 575,000 | | | $ | 310,423 | | | |
| | | | | | |
| Citibank FAL | | £ | 50,000 | | | £ | 45,000 | | | |
Except for the above LC facilities are cash collateralized (see Note 6) and are subject to various customary affirmative, negative and financial covenants. At December 31, 2025, the Company was in compliance with all LC facilities covenants.
HSBC LC Facility
On December 17, 2024, the Company entered into a Continuing Letter of Credit Agreement with HSBC Bank USA, National Association (“HSBC”), providing for an uncommitted $100 million LC facility (the “Uncommitted HSBC LC Facility”). The Uncommitted HSBC LC facility may be terminated by either the Company or HSBC upon written notice; provided that such termination shall not terminate any letters of credit then-outstanding under this facility.
Citibank LC Facility
On December 19, 2024, the Company amended its LC agreement with Citibank Europe plc (“Citibank”) dated August 20, 2010 to an uncommitted $275 million LC facility (the “Uncommitted Citibank LC Facility”). The LC previously issued under the former facility have been transferred to the Uncommitted Citibank LC Facility, and additional LC or similar or equivalent instruments under the Uncommitted Citibank LC Facility may be issued at Citibank’s sole discretion. The Uncommitted Citibank LC Facility may be terminated by Citibank upon written notice to the Company; provided that the termination date shall not be earlier than the expiry date of any then-outstanding under this facility.
CIBC LC Facility
On December 22, 2023, the Company entered into a credit agreement with CIBC Bank USA (“CIBC”) for a $200.0 million committed LOC facility (the “CIBC LC Facility”), with a $30.0 million sublimit for unsecured LC (the “CIBC Revolving Credit Facility”). The CIBC LC Facility will terminate on December 21, 2026, subject to automatic 1-year extensions unless a termination noticed is provided by CIBC or the Company at least 120 days prior to the then-applicable termination date.
Citibank FAL Facility
In 2025, the Company, through its subsidiary, entered into an uncommitted and unsecured £50 million letter of credit facility arrangement with Citibank Europe plc (“Citibank”). This facility was established to support the Company’s Funds at Lloyd’s business (the “Citibank FAL”). Upon the issuance of a £45 million LC in favor of Lloyd’s, Lloyd’s released $60.7 million in cash to the Company (original FAL).
Concurrently with this transaction, the Parent has provided a guarantee to Citibank, requiring the Parent to make payment in the event that the respective subsidiary fails to meet its obligations when due. At December 31, 2025, the maximum potential amount of future payments the Parent could be required to make under this guarantee was £45 million.
The Citibank FAL LC facility may be terminated by Citibank upon written notice to Lloyd’s and the Company; provided that the termination date shall not be earlier than December 31st of the fourth anniversary of such termination date.