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HCI > SEC Filings for HCI > Form 8-K on 5-Dec-2013All Recent SEC Filings

Show all filings for HCI GROUP, INC.

Form 8-K for HCI GROUP, INC.


Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

Item 7.01. Regulation FD Disclosure.

In connection with its offering of convertible senior notes due 2019, as described further in Item 8.01 below, HCI Group, Inc. (the "Company"), is providing ratios of earnings to fixed charges for the years ended December 31, 2012, 2011, and 2010, and the nine months ended September 30, 2013 and 2012, which is contained in offering materials for the notes, as follows:

                       Ratio of Earnings to Fixed Charges

                                                                                        Nine Months Ended
                                                     Year Ended December 31,              September 30,
                                                   2010        2011        2012          2012          2013

Ratio of earnings to fixed charges(1)               139.5       206.1       282.7          232.8        33.3
Ratio of earnings to combined fixed charges
and preferred stock dividends(1)                    139.5        18.4        99.9           70.0        32.1

(1) For purposes of calculating these ratios, earnings consist of net income to which has been added income taxes and fixed charges. Fixed charges consist of interest on all indebtedness and one-third of rental expense (approximating the portion which represents interest). The ratio of earnings to fixed charges is computed by dividing earnings by the sum of fixed charges and the ratio of earnings to combined fixed charges and preferred stock dividends is computed by dividing earnings by the sum of fixed charges and preferred stock dividends.

Item 8.01. Other Events.

On December 5, 2013, the Company issued a press release announcing its intent, subject to market and other conditions, to offer $100 million aggregate principal amount of convertible senior notes due 2019 (the "Notes") in a private placement to qualified, institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of the Company's common stock into which the Notes are convertible) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

        Number    Description

        99.1      Press Release of HCI Group, Inc., dated December 5, 2013

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