Filed Pursuant to Rule 433
Supplementing the Preliminary Prospectus Dated December 14,
2017
Registration No. 333-221615
December 14, 2017
$30,000,000
5.50% Senior Unsecured Notes due 2022
This term sheet relates only to the securities described below and
supplements and should be read together with the preliminary
prospectus supplement dated December 13, 2017 and the accompanying
prospectus (including the documents incorporated by reference
therein) relating to those securities. Capitalized terms used in
this term sheet but not defined have the meanings given to them in
such preliminary prospectus supplement.
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Issuer:
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Kingstone
Companies, Inc. (“Kingstone”)
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Type of Security:
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Senior Unsecured
Notes (the “Notes”)
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Principal Amount Offered:
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$30,000,000
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Ratings:
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Kroll Bond Rating
Agency: BBB- / AM Best: bbb-
A rating is not a recommendation to buy, sell or hold securities.
Ratings may be subject to revision or withdrawal at any time by the
assigning rating organization. Each rating agency has its own
methodology for assigning ratings and, accordingly, each rating
should be evaluated independently of any other rating.
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Trade Date:
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December 14,
2017
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Settlement Date (T+3):
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December 19,
2017
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Maturity Date:
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December 30,
2022
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Interest Rate:
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5.50%
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Issue Price:
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99.456%
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Yield to Investors:
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5.625%
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Interest
Payment Dates:
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June
30 and December 30 of each year, beginning on June 30,
2018
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1
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Day
Count Convention:
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30/360
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Denominations:
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$1,000
denominations and $1,000 integral multiples
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Use
of Proceeds:
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Kingstone
intends to use the net proceeds from the offering primarily to
support organic growth, including contributions to Kingstone
Insurance Company. Remaining funds will be utilized for general
corporate purposes.
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Optional
Redemption:
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Kingstone
may redeem some or all of the Notes at any time, or from time to
time, at a redemption price equal to the greater of (1) 100% of the
principal amount of the Notes to be redeemed or (2) the sum of the
present values of the remaining scheduled payments of principal and
interest (exclusive of accrued and unpaid interest to the date of
redemption) on the Notes to be redeemed, discounted to the
redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) using the applicable Treasury
Rate plus 50 basis points, plus, in each case, accrued and unpaid
interest to, but excluding, the redemption date.
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Events of Default; remedies:
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The
Notes will contain events of default, the occurrence of which may
result in the acceleration of Kingstone’s obligations under
the notes in certain circumstances.
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Certain Covenants:
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The
Notes will be issued under an indenture and supplemental indenture
(collectively, the “Indenture”) to be dated as of the
issuance date between Kingstone and the Trustee. The Indenture
contains covenants that, among other things, limit: (i) the ability
of Kingstone to merge or consolidate, or lease, sell, assign or
transfer all or substantially all of its assets; (ii) the ability
of Kingstone to sell or otherwise dispose of the equity securities
of certain of its subsidiaries; (iii) the ability of certain of
Kingstone’s subsidiaries to issue equity securities; (iv) the
ability of Kingstone to permit certain of its subsidiaries to merge
or consolidate, or lease, sell, assign or transfer all or
substantially all of their respective assets; and (v) the ability
of Kingstone and its subsidiaries to incur debt secured by equity
securities of certain of its subsidiaries.
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Further
Issuances:
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Kingstone
may, from time to time, without notice to or consent of the
holders, increase the aggregate principal amount of the Notes
outstanding by issuing additional Notes in the future with the same
terms as the Notes, except for the issue date and offering price,
and such additional Notes shall be consolidated with the Notes
issued in this offering and form a single series.
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Trustee:
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Wilmington
Trust, National Association
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CUSIP/ISIN:
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496719
AA3/ US496719AA34
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Sole
Book-Running Manager:
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Sandler
O’Neill + Partners, L.P.
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The Issuer
has filed a registration statement (including a prospectus
supplement) on Form S-3 (File
No. 333-221615) with the Securities and Exchange Commission (the
“SEC”) for the offering to which this communication
relates. Before you invest, you should read the prospectus in the
registration statement and the other documents the Issuer has filed
with the SEC for more complete information about the Issuer and
this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov.
Alternatively, you can request the prospectus by calling Sandler
O’Neill at (866) 805-4128.
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