HCC ANNOUNCES CONVERTIBLE NOTE PRICING
HOUSTON (March 26, 2003) . . .
HCC
Insurance Holdings, Inc. (NYSE symbol: HCC) announced today that it
will receive $125,000,000 in gross proceeds from the sale of convertible
notes (the “Notes”) due in 2023. HCC intends to use the proceeds of the
offering to repay outstanding debt, to fund future acquisitions and
strategic investments, and for general corporate purposes.
The Notes, which are convertible into HCC’s common stock, were offered
under HCC’s shelf registration statement and have been underwritten by
Salomon Smith Barney as sole book-running manager with Raymond James and
Associates, Inc., Wells Fargo Inc., William Blair and Company, Inc., and
Advest Inc., as co-managers.
The Notes carry a coupon rate of 1.30 percent per annum with an initial
conversion price of $33.97 per share. The underwriters have a 30-day
option to purchase up to an additional $18,750,000 principal amount of the
Notes to cover over-allotments.
Each $1,000 principal amount of the Notes will be convertible into 29.4377
shares of HCC’s common stock upon the occurrence of any of the following
events: (1) the closing price of HCC’s shares of common stock on the New
York Stock Exchange reaches certain specified thresholds; (2) HCC calls
the Notes for redemption; or (3) HCC is a party to certain mergers or
consolidations.
HCC may redeem the Notes for cash on or after April 4, 2009 at their face
value plus accrued and unpaid interest. HCC may be required to repurchase
the Notes at their face value plus accrued and unpaid interest, at the
option of the holders on each of April 1, 2009, 2014 and 2019. In such
event, HCC may choose to pay the purchase price for such repurchases in
cash or shares of its common stock. HCC may also be required to repurchase
the Notes for cash, or its common stock, at face value plus accrued and
unpaid interest upon the occurrence of certain change in control events
occurring prior to April 1, 2009.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities. The Notes may be offered
only by means of a prospectus, including a prospectus supplement. A copy
of the prospectus may be obtained from Salomon Smith Barney, Raymond James
and Associates, Inc., Wells Fargo, Inc., William Blair and Company, Inc.,
or Advest Inc.
HCC is an international insurance holding company and a leading specialty
insurance group since 1974. HCC has assets of $3.7 billion and its shares
trade on the NYSE (symbol: HCC), with a market capitalization of over $1.5
billion. HCC is rated AA (Very Strong) by Standard & Poor’s and A+
(Superior) by A.M. Best Company.
For more information, visit our website at
www.hcch.com.
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Contact:
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L. Byron Way, Vice
President
HCC Insurance Holdings, Inc.
Telephone: (713) 690-7300
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Forward-looking statements contained in this press
release are made under “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 and involve a number of risks
and uncertainties. The types of risks and uncertainties which may
affect the Company are set forth in its periodic reports filed with
the Securities and Exchange Commission. |
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