ProSight Global, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-08-04: Form 8-K; Period of report 2021-08-04; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2021-07-30: Form 8-K; Period of report 2021-07-30; Description 8.01 Other Events; Details 8.01.
- 2021-05-12: Form 8-K; Period of report 2021-05-12; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2021-03-02: Form 8-K; Period of report 2021-03-01; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-08-04 | 8-K | 2021-08-04 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 In connection with the completion of the Merger, on August 4, 2021, all outstanding obligations in respect of principal, interest and fees under that certain Credit Agreement, dated as of June 12, 2020, among the Company, as borrower, the lenders from time to time party thereto, and Truist Bank, as administrative agent, issuing bank, and swingline lender (the “Credit Agreement”), were repaid and all commitments under the Credit Agreement were terminated. 2.01 The information set forth in the Introductory Note of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 2.01. 3.01 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 3.01 by reference. 3.03 The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference. 5.01 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference. 5.02 In accordance with the Merger Agreement, at the Effective Time of the Merger, each of Steve Carlson, Lawrence Hannon, Anthony Arnold, Eric Leathers, Richard P. Schifter, Clement S. Dwyer, Jr., Otha T. Spriggs, III, Sheila Hooda and Anne Waleski resigned from the board of directors of the Company. 5.03 Pursuant to the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended and restated in their entirety as set forth in Exhibit 3.1. 8.01 On August 4, 2021, the Company issued a press release announcing the completion of the Merger. | tm2124071d1_8k.htm |
| 2021-07-30 | 8-K | 2021-07-30 | 8.01 Other Events | 8.01 As previously disclosed, on January 14, 2021, ProSight Global, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Pedal Parent Inc., a Delaware corporation (“Parent”), owned by affiliates of TowerBrook Capital Partners L.P. and Further Global Capital Management, Pedal Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, filed as Exhibit 2.1 to our Current Report on Form 8-K dated January 14, 2021 and filed with the Securities and Exchange Commission on January 19, 2021. | tm2123594d1_8k.htm |
| 2021-05-12 | 8-K | 2021-05-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 12, 2021, Robert Bailey notified ProSight Global, Inc. (the “Company”) of his decision to retire as the Company’s Chief Underwriting and Risk Officer. | tm2116172-1_8k.htm |
| 2021-03-02 | 8-K | 2021-03-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 1, 2021, Magnus Helgason notified ProSight Global, Inc. (the “Company”) of his decision to resign from the Board of Directors of the Company and the Risk Committee of the Board of Directors of which he is a member, effective as of March 1, 2021. | tm218471d1_8k.htm |
| 2021-01-19 | 8-K | 2021-01-14 | 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 Entry into a Material Definitive Agreement. 5.07 On January 14, 2021, the Majority Stockholders holding Shares representing a majority of all votes entitled to be cast with respect to the approval of the Merger and adoption of the Merger Agreement, executed the Joint Stockholder Consent adopting the Merger Agreement. | tm213517d1_8k.htm |
| 2021-01-15 | 8-K | 2021-01-15 | 7.01 Regulation FD Disclosure | 7.01 On January 15, 2021, ProSight Global, Inc., a Delaware corporation (the “Company”), TowerBrook Capital Partners L.P. (“TowerBrook”) and Further Global Capital Management (“Further Global”) issued a joint press release announcing that the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pedal Parent Inc., a Delaware corporation (“Parent”), owned by TowerBrook, Further Global and their affiliated funds, and Pedal Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). | tm213297d1_8k.htm |
| 2020-11-09 | 8-K | 2020-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2020, ProSight Global, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2020. | tmb-20201109x8k.htm |
| 2020-09-02 | 8-K | 2020-09-02 | 7.01 Regulation FD Disclosure | 7.01 ProSight Global, Inc. (the “Company”) intends from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences a slide presentation, which is attached hereto as Exhibit 99.1. | tm2030096d1_8k.htm |
| 2020-08-10 | 8-K | 2020-08-10 | 2.02 Results of Operations and Financial Condition | 2.02 On August 10, 2020, ProSight Global, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2020. | tmb-20200810x8k.htm |
| 2020-07-06 | 8-K | 2020-06-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 above is incorporated by reference herein. 8.01 On July 6, 2020, the Company issued a press release regarding its entry into the Agreement. | tm2024198d1_8k.htm |
| 2020-06-19 | 8-K | 2020-06-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 17, 2020, ProSight Global, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). | tm2022906d1_8k.htm |
| 2020-06-16 | 8-K | 2020-06-12 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 above is incorporated by reference herein. 8.01 On June 16, 2020, the Company issued a press release regarding its entry into the Credit Agreement. | tm2022692d1_8k.htm |
| 2020-05-18 | 8-K | 2020-05-18 | 7.01 Regulation FD Disclosure | 7.01 ProSight Global, Inc. (the “Company”) intends from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences a slide presentation, which is attached hereto as Exhibit 99.1. | tm2020003d1_8k.htm |
| 2020-05-11 | 8-K | 2020-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 On May 11, 2020, ProSight Global, Inc. issued a press release announcing its financial results for the fiscal quarter ended March 31, 2020. | tmb-20200511x8k.htm |
| 2020-05-07 | 8-K | 2020-05-07 | 8.01 Other Events | 8.01 On May 7, 2020, ProSight Global, Inc. (the “Company”) issued a press release announcing that its Board of Directors has nominated Anne G. Waleski as an independent director nominee to stand for election at its 2020 Annual Meeting of Stockholders. | tm2018920d1_8k.htm |
| 2020-04-17 | 8-K | 2020-04-16 | 5.08 Shareholder Director Nominations; 8.01 Other Events | 5.08 To the extent applicable, the information set forth below under 8.01 is incorporated herein by reference. 8.01 On April 16, 2020, the Board of Directors (the “Board”) of ProSight Global, Inc. (the “Company”) established Wednesday, June 17, 2020 as the date for the 2020 Annual Meeting of Stockholders of the Company (the “2020 Annual Meeting”), the Company’s first annual meeting as a public company. | tm2016167-1_8kseq1.htm |
| 2020-03-13 | 8-K | 2020-03-13 | 7.01 Regulation FD Disclosure | 7.01 ProSight Global, Inc. (the “Company”) intends from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences a slide presentation, which is attached hereto as Exhibit 99.1. | tm2011851d1_8k.htm |
| 2020-02-24 | 8-K | 2020-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2020, ProSight Global, Inc. issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2019. | f8-k.htm |
| 2020-01-28 | 8-K | 2020-01-23 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On January 23, 2020, Mr. Joseph Beneducci resigned from his position as Executive Chairman of ProSight Global Inc. (the “Company”), effective as of February 1, 2020, to pursue interests outside of the Company, including forming an independent agency that will become an exclusive distribution partner of the Company in new customer niches where the Company supports captives. 8.01 On January 28, 2020, the Company issued a press release regarding Mr. Beneducci’s resignation and post-resignation partnership with the Company. | tm205932d1_8k.htm |
| 2020-01-24 | 8-K | 2020-01-24 | 7.01 Regulation FD Disclosure | 7.01 ProSight Global, Inc. (the “Company”) intends from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences a slide presentation, which is attached hereto as Exhibit 99.1. | tm1924085d3_8k.htm |
| 2019-11-06 | 8-K | 2019-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2019, ProSight Global, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2019. | f8-k.htm |
| 2019-09-05 | 8-K | 2019-09-05 | 7.01 Regulation FD Disclosure | 7.01 ProSight Global, Inc. (the “Company”) intends from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences a slide presentation, which is attached hereto as Exhibit 99.1. | f8-k.htm |
| 2019-08-15 | 8-K | 2019-08-15 | 7.01 Regulation FD Disclosure | 7.01 On August 15, 2019, ProSight Parallel Investment LLC and ProSight Investment LLC (collectively, the “GS Investors”) and ProSight TPG, L.P. , TPG PS 1, L.P., TPG PS 2, L.P., TPG PS 3, L.P. and TPG PS 4, L.P. (collectively, the “TPG Investors” and, together with the GS Investors, the “Principal Stockholders”) completed the sale of 1,178,570 shares of common stock, par value $0.01 per share, of the ProSight Global, Inc. (the “Company”) at a price of $14.00 per share less the underwriting discount pursuant to the underwriters’ exercise of their over-allotment option granted in connection with the previously announced underwritten initial public offering of 7,857,145 shares of common stock of the Company. | f8-k.htm |
| 2019-08-08 | 8-K | 2019-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2019, ProSight Global, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2019. | f8-k.htm |
| 2019-07-29 | 8-K | 2019-07-24 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 On July 24, 2019, the Company entered into an agreement and plan of merger with ProSight Global Holdings Limited, a Bermuda exempt company (“PGHL”), which, prior to the reorganization described in the IPO Registration Statement, was the Company’s parent holding company. 3.03 The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03. 5.02 Effective July 24, 2019, our Board of Directors appointed Sheila A. Hooda and Otha T. Spriggs, III to serve as directors of the Company. 5.03 On July 24, 2019, the Company filed with the Secretary of State of the State of Delaware an amended and restated certificate of incorporation (the “Certificate of Incorporation”) and the Company’s amended and restated by-laws (the “Bylaws”) became effective on such date. 8.01 On July 29, 2019, the Company completed the offering of 7,857,145 shares of the Company’s Common Stock, including the issuance and sale by the Company of 4,285,715 shares of Common Stock and the sale by the Principal Stockholders of 3,571,430 shares of Common Stock (collectively, the “IPO”). | tv526086_8k.htm |