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Mercury General (NYSE: MCY) prices $525M 6.250% senior notes due 2036

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Mercury General Corporation completed a public debt offering of $525.0 million aggregate principal amount of 6.250% Senior Notes due 2036. These unsecured senior obligations rank equally with the company’s existing and future unsecured senior debt.

The Notes were issued at a public offering price of 99.764% of principal, pay interest at 6.250% per year, and mature on June 15, 2036. Interest is payable semi-annually on June 15 and December 15, starting December 15, 2026. Mercury also entered into a Fourth Amendment to its Amended and Restated Credit Agreement, allowing this new Notes issuance to be treated as permitted indebtedness.

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Insights

Mercury General adds $525M in long-term senior debt at 6.25%.

Mercury General issued $525.0 million of 6.250% Senior Notes due 2036, adding sizeable long-term funding. The Notes are unsecured senior obligations, ranking pari passu with existing unsecured senior indebtedness, and were priced at 99.764% of principal, just below par.

The Notes carry a fixed 6.250% coupon with semi-annual interest payments beginning on December 15, 2026, and a final maturity on June 15, 2036. This structure locks in interest costs for a decade, which may be helpful if rates change but also commits the company to ongoing interest payments.

A Fourth Amendment to the Amended and Restated Credit Agreement permits these Notes as “permitted indebtedness.” This keeps the issuance aligned with existing bank covenants and avoids a default under the credit facility. An underwriting agreement and use of an effective shelf registration streamline the capital markets access for this transaction.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes size $525.0 million Aggregate principal amount of 6.250% Senior Notes due 2036
Coupon rate 6.250% per annum Interest rate on Senior Notes
Issue price 99.764% of principal Public offering price of the Notes
Maturity date June 15, 2036 Final maturity of Senior Notes
First interest payment December 15, 2026 Commencement of semi-annual interest payments
Shelf registration date May 12, 2026 Effective shelf registration statement used for offering
Supplemental indenture date June 12, 2026 Second Supplemental Indenture execution
Senior Notes financial
"public offering of $525.0 million aggregate principal amount of its 6.250% Senior Notes due 2036"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"The Notes were issued pursuant to an indenture (the “Base Indenture”), dated as of March 8, 2017"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Supplemental Indenture financial
"as supplemented by a second supplemental indenture (the “Supplemental Indenture”), dated as of June 12, 2026"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Amended and Restated Credit Agreement financial
"Fourth Amendment to Amended and Restated Credit Agreement (the “Amendment”) with Bank of America"
An amended and restated credit agreement is a company’s original loan contract that has been updated and replaced by a single new document incorporating all changes. Think of it like refinancing and rewriting a mortgage so new payment schedules, interest rates, borrowing limits, or borrower obligations are combined into one clear contract. Investors care because those new terms change a company’s cash flow, borrowing flexibility and default risk, which can affect creditworthiness and share value.
shelf registration statement regulatory
"The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"a base prospectus, dated May 12, 2026, and a prospectus supplement, dated June 9, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
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CHX 0000064996 false 0000064996 2026-06-09 2026-06-09 0000064996 exch:XNYS 2026-06-09 2026-06-09 0000064996 exch:XCHI 2026-06-09 2026-06-09
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

Commission File No. 001-12257

 

 

MERCURY GENERAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

California   95-2211612

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

4484 Wilshire Boulevard  
Los Angeles, California   90010
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (323) 937-1060

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading

Symbol(s)

  

Name of Each Exchange

on Which Registered

Common Stock   MCY   New York Stock Exchange
Common Stock   MCY   New York Stock Exchange Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01. Entry into a Material Agreement.

Senior Notes Offering

On June 12, 2026, Mercury General Corporation (the “Company”) completed a public offering of $525.0 million aggregate principal amount of its 6.250% Senior Notes due 2036 (the “Notes”). The Notes are the Company’s unsecured senior obligations and rank equally in right of payment with all of the Company’s existing and future unsecured senior indebtedness. The Notes were issued and sold at a public offering price of 99.764% of their principal amount.

The Notes were issued pursuant to an indenture (the “Base Indenture”), dated as of March 8, 2017, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture (the “Supplemental Indenture”), dated as of June 12, 2026, between the Company and the Trustee, as thereafter amended or supplemented (such Base Indenture, as so amended and supplemented, the “Indenture”). The Indenture includes customary agreements and covenants by the Company.

Interest on the Notes accrues at a rate of 6.250% per annum and is payable semi-annually in arrears on June 15 and December 15 of each year commencing on December 15, 2026. The Notes will mature on June 15, 2036.

Certain events are considered events of default under the Indenture and the Notes, which may result in the accelerated maturity of the Notes, including the following events:

 

  (a)

if any event of default under a mortgage, indenture or instrument under which the Company may issue, or by which the Company may secure or evidence, any indebtedness, including an event of default under any other series of the Company’s debt securities, whether the indebtedness now exists or is later created or incurred, happens and consists of default in the payment of more than $35,000,000 in principal amount of indebtedness at the maturity of the indebtedness, after giving effect to any applicable grace period, or results in the indebtedness in principal amount in excess of $35,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and this default is not cured or the acceleration is not rescinded or annulled within a period of 30 days after the Company receives written notice; or

 

  (b)

the Company shall fail within 60 days to pay, bond or otherwise discharge any uninsured judgment or court order for the payment of money in excess of $35,000,000, which is not stayed on appeal or is not otherwise being appropriately contested in good faith; or

 

  (c)

default in the payment of any interest on the Notes when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by the Company with the Trustee or with a paying agent prior to the expiration of the 30-day period); or

 

  (d)

default in the payment of principal of the Notes at maturity; or

 

  (e)

default in the performance or breach of any other covenant or warranty by the Company in the Indenture (other than a covenant or warranty that has been included in the Indenture solely for the benefit of a series of debt securities other than the Notes), which default continues uncured for a period of 60 days after the Company receives written notice from the Trustee or the Company and the Trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding Notes as provided in the Indenture; or

 

  (f)

certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the Company.

The Base Indenture, the Supplemental Indenture and the form of global note for the offering are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions of the material terms of the Notes, the Base Indenture and the Supplemental Indenture are qualified in their entirety by reference to such exhibits.

Amendment to Amended and Restated Credit Agreement

On June 12, 2026, the Company entered into a Fourth Amendment to Amended and Restated Credit Agreement (the “Amendment”) with Bank of America, N.A., as administrative agent, and the lenders party thereto. The Amendment amends the Company’s existing Amended and Restated Credit Agreement, dated as of March 31, 2021 (as amended from time to time, including pursuant to the Amendment, the “Credit Agreement”). The Amendment permits the Company to incur the Notes as permitted indebtedness under the Credit Agreement.

The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the Amendment is qualified in its entirety by reference to such exhibit.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On June 9, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Wells Fargo Securities, LLC and Raymond James & Associates, Inc. with respect to the offering of the Notes. The closing of the sale of the Notes occurred on June 12, 2026.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2026 (Registration No. 333-295812), a base prospectus, dated May 12, 2026, and a prospectus supplement, dated June 9, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit   

Description

1.1    Underwriting Agreement, dated as of June 9, 2026, between Mercury General Corporation and BofA Securities, Inc., Wells Fargo Securities, LLC and Raymond James & Associates, Inc.
4.1    Indenture, dated as of March 8, 2017, between Mercury General Corporation and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed March 8, 2017) (File No. 001-12257)
4.2    Second Supplemental Indenture, dated as of June 12, 2026, between Mercury General Corporation and Wilmington Trust, National Association
4.3    Form of note representing the 6.250% Senior Notes due 2036 (included in exhibit 4.2)
5.1    Opinion of Latham & Watkins LLP
10.1    Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 12, 2026, by and among Mercury General Corporation, Bank of America, N.A., as administrative agent, and the lenders party thereto
23.1    Consent of Latham & Watkins LLP (contained in Exhibit 5.1)
104    Cover Page Interactive Date File (formatted as inline XBRL)

 

 

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 12, 2026       MERCURY GENERAL CORPORATION
  By:    

/s/ Theodore Stalick

  Name:     Theodore Stalick
  Its:     Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What type of debt did Mercury General (MCY) issue in June 2026?

Mercury General issued 6.250% Senior Notes due 2036, totaling $525.0 million in aggregate principal. These are unsecured senior obligations ranking equally with its existing and future unsecured senior indebtedness under an indenture with Wilmington Trust as trustee.

What are the interest rate and payment dates on Mercury General (MCY) 2036 notes?

The Notes carry a fixed annual interest rate of 6.250%. Interest is payable semi-annually in arrears on June 15 and December 15 each year, with payments starting on December 15, 2026, providing predictable coupon cash flows to noteholders.

When do Mercury General’s (MCY) 6.250% Senior Notes mature?

Mercury General’s 6.250% Senior Notes mature on June 15, 2036. Investors receive semi-annual interest payments until this date, at which point the company is obligated to repay the $525.0 million aggregate principal amount of the Notes, subject to the terms of the indenture.

At what price were Mercury General (MCY) 6.250% Senior Notes offered?

The Notes were issued and sold at a public offering price of 99.764% of their principal amount. This means investors initially paid slightly below par value for the 6.250% coupon, reflecting prevailing market conditions at the time of pricing.

How did Mercury General (MCY) amend its credit agreement in connection with the notes?

On June 12, 2026, Mercury General entered into a Fourth Amendment to its Amended and Restated Credit Agreement. The Amendment allows the new 6.250% Senior Notes to qualify as permitted indebtedness under the Credit Agreement with Bank of America and other lenders.

How were Mercury General (MCY) 2036 notes offered to investors?

The Notes were offered under an effective shelf registration statement filed on May 12, 2026, using a base prospectus and a June 9, 2026 prospectus supplement. An underwriting agreement with BofA Securities, Wells Fargo Securities, and Raymond James governed the offering’s terms.

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