Attached files
| file | filename |
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| EX-23.1 - EXHIBIT 23.1 - Kinsale Capital Group, Inc. | s001327x9_ex23-1.htm |
| EX-5.1 - EXHIBIT 5.1 - Kinsale Capital Group, Inc. | s001327x9_ex5-1.htm |
As filed with the U.S. Securities and Exchange Commission on July 27, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
KINSALE CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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6331
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98-0664337
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(State or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification Number)
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2221 Edward Holland Drive, Suite 600
Richmond, VA 23230
(804) 289-1300
(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael P. Kehoe
President and Chief Executive Officer
Kinsale Capital Group, Inc.
2221 Edward Holland Drive, Suite 600
Richmond, VA 23230
Telephone: (804) 289-1300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Gregory A. Fernicola, Esq.
Dwight S. Yoo, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 (212) 735-2000 (facsimile) |
Richard D. Truesdell, Jr., Esq.
Byron B. Rooney, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 (212) 701-5800 (facsimile) |
Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-212394
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer ☒
(Do not check if a smaller reporting company) |
Smaller reporting company o
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CALCULATION OF REGISTRATION FEE
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Title of each class
of securities to be registered |
Amount to be
registered(1) |
Proposed maximum
offering price per share(2) |
Proposed maximum
aggregate offering price |
Amount of
registration fee(3) |
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Common stock, par value $0.01 per share
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690,000
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$16.00
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$11,040,000.00
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$1,111.73
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| (1) | Represents only the additional number of shares of common stock being registered and includes an additional 90,000 shares of common stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on a Registration Statement on Form S-1 (File No. 333-212394). |
| (2) | Based on the initial public offering price per share. |
| (3) | Calculated in accordance with Rule 457(a) under the Securities Act. |
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement on Form S-1 is being filed by Kinsale Capital Group, Inc., a Delaware corporation (the “Company”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Company’s Registration Statement on Form S-1, as amended (File No. 333-212394), which was declared effective by the Securities and Exchange Commission on July 27, 2016, and all exhibits thereto, are incorporated by reference into this registration statement in their entirety and are deemed to be a part of this registration statement.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the County of Henrico, Commonwealth of Virginia, on July 27, 2016.
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KINSALE CAPITAL GROUP, INC.
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By:
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/s/ Michael P. Kehoe
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Michael P. Kehoe
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Michael P. Kehoe
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President, Chief Executive Officer and Director
(Principal Executive Officer) |
July 27, 2016
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Michael P. Kehoe
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/s/ Bryan P. Petrucelli
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Chief Financial Officer and Senior Vice President
(Principal Financial and Accounting Officer) |
July 27, 2016
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Bryan P. Petrucelli
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*
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Director
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July 27, 2016
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Steven J. Bensinger
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*
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Director
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July 27, 2016
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Joel G. Killion
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*
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Director
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July 27, 2016
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Robert Lippincott III
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*
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Director
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July 27, 2016
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James J. Ritchie
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*
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Director
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July 27, 2016
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Frederick L. Russell, Jr.
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*
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Director
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July 27, 2016
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Edward D. Yun
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By:
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/s/ Michael P. Kehoe
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Michael P. Kehoe
Attorney-in-Fact |
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Exhibit index
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Exhibit
Number |
Description
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5.1
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney
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* Previously filed on the signature page to the registrant’s Registration Statement on Form S-1 (File No. 333-212394), which was orignally filed with the Securities and Exchange Commission on July 1, 2016.