STEWART INFORMATION SERVICES CORP: Creation of a Direct Monetary Obligation or Obligation Below a Registrant’s Off-Stability Sheet Association, Different Occasions, Monetary Statements and Proof (Type 8-Okay)

Article 2.03. Creation of a direct monetary obligation or obligation below a

            Off-Stability Sheet Association of a Registrant.



The data set out in Merchandise 8.01 referring to the Indenture and the issuance and sale of the Notes (every time period being outlined beneath) is integrated herein by reference.


 Merchandise 8.01 Different Occasions.




At November 24, 2021, Stewart Data Providers Firm (the “Firm”) issued $ 450,000,000 complete principal quantity of three.600% of the senior bonds maturing in 2031 (the “bonds”) pursuant to a purchased deal settlement, dated November 17, 2021, between the Firm and Goldman Sachs & Co. LLC and PNC Capital Markets LLC, as representatives of the varied subscribers named in Appendix I thereof. The Notes have been registered below the Securities Act of 1933, as amended (the “Act”), in accordance with a registration assertion on Type S-3 (File No. 333-240279) beforehand filed with the Safety and Commerce Fee below the regulation.

The notes have been issued below a belief deed dated November 24, 2021
(the “Preliminary Belief Deed”), between the Firm and Computershare Belief Firm, NA, as Trustee (the “Trustee”), as accomplished by the First Supplementary Belief Deed, dated November 24, 2021, between the Firm and the Trustee (the “First Supplementary Belief Indenture”) and the Second Supplementary Belief Indenture setting out the phrases of the Notes, dated November 24, 2021, between the Firm and the Trustee (the “Second Extra Deed” and, along with the First Extra Deed and the Unique Deed, the “Deed”). Capitalized phrases used on this report and never outlined right here have the that means assigned to them within the act.

The Notes will bear curiosity at a hard and fast price of three.600% each year. Curiosity on the Notes is payable semi-annually on every November 15 and Could 15 of every yr, beginning Could 15, 2022. The notes will expire on November 15, 2031.

Any time earlier than August 15, 2031 (the “Au Pair Name Date”), tickets are topic to redemption upon discover of no less than 15 days, in complete or partially, at any time and every so often, at a redemption value. equal to the larger of the next quantities:

• 100% of the principal quantity of the Notes to be reimbursed; The place

• the sum of the current values ​​of the remaining principal funds anticipated

   and curiosity on the Notes to be redeemed (unique of the curiosity accrued to
   the date of redemption and assuming for these functions that the Notes mature on
   the Par Name Date) computed by discounting such funds to the redemption date
   on a semi-annual foundation, assuming a 360-day yr consisting of twelve 30-day
   months, at a price equal to the sum of 30 foundation factors plus the Adjusted
   Treasury Fee on the third enterprise day previous to the redemption date, as
   calculated by an Unbiased Funding Banker;



plus, in every case, the unpaid curiosity which has accrued as much as the reimbursement date, however excluding (topic to the best of Holders of document on the related registration date to obtain curiosity due on the related curiosity fee).

At any time from the roll name date, tickets could also be redeemed on no less than 15 days’ discover, in complete or partially, at any time and every so often, at a redemption value equal to 100% of the principal quantity of the Notes to be reimbursed plus unpaid curiosity which has accrued as much as the reimbursement date, however excluding (topic to the best of Holders of document on the related registration date to obtain the Curiosity Due on the Related Curiosity Cost Date).

The Deed comprises customary clauses and clauses, together with clauses limiting, amongst different issues, the flexibility of (i) the Firm and its Coated Subsidiaries to contract money owed secured by a lien on the voting shares of any Coated Subsidiary , except the Bonds then excellent are secured by such lien equally and proportionately with (or earlier than) such debt and (ii) the Firm to consolidate or merge with another entity or to switch, switch or lease all or considerably the entire belongings of the Firm to a different entity. In sure occasions of default, together with, however not restricted to, default on fee on maturity of a principal quantity or sure cross defaults on different devices, the Trustee or holders of no less than 25 % of the principal quantity of Notes in circulation might report the principal quantity of Notes due and payable instantly. Within the occasion of sure instances of chapter or insolvency of the Firm or of any Materials Subsidiary, the principal quantity of the Notes will robotically be due and payable instantly.

The Notes represent the overall senior unsecured obligations of the Firm, will not be assured by any of the subsidiaries of the Firm, rank equally in proper of fee as the present and future senior unsecured indebtedness of the Firm and are successfully subordinated to all of the liabilities of the subsidiaries of the Firm and to all of the assured debt of the Firm as much as the worth of the assure securing this debt.

The web proceeds acquired by the Firm, after deducting the subscription low cost and estimated providing charges payable by the Firm, have been roughly $ 444.2 million. The Firm intends to make use of the web proceeds of this providing to repay borrowings below its senior unsecured time period mortgage facility and for common company functions, which can embody, amongst different doable makes use of , acquisitions, financing of working capital, reimbursement or redemption of debt or different liabilities, redemption of its share capital and different capital expenditures.

The foregoing description of the difficulty, sale and situations of the Notes doesn’t declare to be full and is certified in its entirety by reference to the Underwriting Settlement, the Preliminary Deed, the First Complementary Deed and the Second further act concluded on this regard. . The underwriting settlement, the preliminary deed, the primary further deed, the second further deed and the notice type are connected hereto as paperwork 1.1, 4.1, 4.2, 4.3 and 4.4 of this present report on type 8- Okay.

The opinion of the Firm’s authorized counsel concerning the validity of the tickets is filed as Exhibit 5.1 of this present report on Type 8-Okay.

Merchandise 9.01 Monetary statements and supporting paperwork.




(d) Reveals.
1.1             Underwriting Settlement, dated as of November 17, 2021 amongst Stewart
              Data Providers Company and Goldman Sachs & Co. LLC and PNC
              Capital Markets LLC, as representatives of the a number of underwriters
              named on Schedule I thereto.
4.1             Indenture, dated as of November 24, 2021, between Stewart Data
              Providers Company and Computershare Belief Firm, N.A., as trustee
              (filed as Exhibit 4.1 to the Firm's Registration Assertion on Type
              S-3 (File No. 333-240279) and integrated herein by reference).
4.2             First Supplemental Indenture, dated as of November 24, 2021, amongst
              Stewart Data Providers Company and Computershare Belief
              Firm, N.A., as trustee.
4.3             Second Supplemental Indenture, dated as of November 24, 2021, amongst
              Stewart Data Providers Company and Computershare Belief
              Firm, N.A., as trustee.
4.4             Type of Senior Notes due 2031 (included in Exhibit 4.3).
5.1             Opinion of Davis Polk & Wardwell LLP with respect to the Notes.
23.1            Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
104           Cowl Web page Interactive Information File (embedded inside the Inline XBRL
              doc).

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