GREENLIGHT CAPITAL RE LTD

9. DEBT AND CREDIT FACILITIES

Debt Obligations

The following table summarizes the Company’s outstanding debt obligations.

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, 2024, the Company partially repaid $13.8 million of the outstanding Term Loans.

During the year ended December 31, 2023, the Company borrowed $75.0 million from the Loan Facility of which $62.1 million was used to repay all of the outstanding Convertible Senior Notes (see below), with the remaining proceeds for general corporate purposes. The Company also partially repaid $0.9 million of the outstanding Term Loans.

The interest rate on the outstanding Terms Loans was 8.8% at December 31, 2024 (8.9% at December 31, 2023). To manage interest rate risk, the Company hedged 50% of the floating interest rate on the Term Loans (see Note 6).

The Company was in compliance with all covenants relating to the Loan Facility at December 31, 2024.

Senior Convertible Notes

On August 7, 2018, the Company issued $100.0 million of senior unsecured convertible notes (the “Convertible Notes”), with a maturity date of August 1, 2023. The Convertible Notes paid interest at 4.0%, payable semi-annually on February 1 and August 1 of each year beginning February 1, 2019. The conversion price was $17.19 per ordinary share of the Company.

During the year ended December 31, 2023 the Company repurchased and canceled $17.5 million of the Convertible Notes, respectively, resulting in realized gains of $0.3 million, which is included in “Other income” in the consolidated statements of operations. As noted above, the Company fully repaid the remaining outstanding Convertible Notes on August 1, 2023, from the proceeds of the new Term Loans.

Financing Costs

The Company incurred $0.9 million of issuance costs relating to the Credit Agreement, which are deferred and amortized through the maturity of the Loan Facility. The remaining unamortized deferred financing costs are reported separately in the above table.

For the year ended December 31, 2024, the Company recognized interest expense of $5.8 million (2023: $5.3 million, 2022: $4.2 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 6).

Credit Facilities

In the normal course of business, the Company enters into agreements with financial institutions to obtain secured credit facilities. At December 31, 2024, the Company had letters of credit (“LC”) facilities with the following financial institutions:

The LC facilities are cash collateralized (see Note 5) and are subject to various customary affirmative, negative and financial covenants. At December 31, 2024, the Company was in compliance with all LC facilities covenants.

Citi 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 at any time by either the Company or Citibank upon written notice; however, upon termination of this facility, any existing LC will remain outstanding.

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 at any time by either the Company or HSBC upon written notice; however, upon termination of this facility, any existing LC will remain outstanding.

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”).