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Debt | 3 Months Ended
--- | ---
Mar. 31, 2025
Debt Disclosure [Abstract] |
Debt | Debt The following table presents White Mountains’s debt outstanding as of March 31, 2025 and December 31, 2024:
$ in Millions |  | March 31, 2025 |  | Effective Rate (1) |  | December 31, 2024 |  | Effective Rate (1) |
Ark 2021 Subordinated Notes Tranche 1 |  | $ | 42.5 |  |  |  |  | $ | 41.1 |  |  |  |
Ark 2021 Subordinated Notes Tranche 2 |  | 47.0 |  |  |  |  | 47.0 |  |  |  |
Ark 2021 Subordinated Notes Tranche 3 |  | 70.0 |  |  |  |  | 70.0 |  |  |  |
Unamortized issuance cost |  | (3.4) |  |  |  |  | (3.6) |  |  |  |
Ark 2021 Subordinated Notes, carrying value |  | 156.1 |  |  | 10.3% |  | 154.5 |  |  | 11.8% |
HG Global Senior Notes |  | 150.0 |  |  |  |  | 150.0 |  |  |  |
Unamortized discount and issuance cost |  | (2.5) |  |  |  |  | (2.6) |  |  |  |
HG Global Senior Notes, carrying value |  | 147.5 |  |  | 10.9% |  | 147.4 |  |  | 11.8% |
Kudu Credit Facility |  | 253.3 |  |  |  |  | 245.3 |  |  |  |
Unamortized issuance cost |  | (6.7) |  |  |  |  | (6.7) |  |  |  |
Kudu Credit Facility, carrying value |  | 246.6 |  |  | 9.3% |  | 238.6 |  |  | 10.3% |
Bamboo Credit Facility |  | 110.0 |  |  |  |  | — |  |  |  |
Unamortized discount and issuance cost |  | (5.3) |  |  |  |  | — |  |  |  |
Bamboo Credit Facility, carrying value |  | 104.7 |  |  | 10.2% |  | — |  |  | N/A |
Other Operations debt |  | 21.5 |  |  |  |  | 22.4 |  |  |  |
Unamortized issuance cost |  | (.3) |  |  |  |  | (.4) |  |  |  |
Other Operations debt, carrying value |  | 21.2 |  |  | 9.3% |  | 22.0 |  |  | 10.2% |
Total debt |  | $ | 676.1 |  |  |  |  | $ | 562.5 |  |  |  |
(1) The effective rate for the three months ended March 31, 2025 and the twelve months ended December 31, 2024 includes the effect of the amortization of debt issuance costs and original issue discount, but excludes the effect of the interest rate caps, where applicable. See Note 9 — “Derivatives.” Ark Subordinated Notes In March 2007, GAIL issued $30.0 million face value of floating rate unsecured junior subordinated deferrable interest notes (the “Ark 2007 Subordinated Notes”), which had a maturity date of June 2037. During the first quarter of 2024, Ark repaid the outstanding balance of $30.0 million and extinguished the Ark 2007 Subordinated Notes. In the third quarter of 2021, GAIL issued $163.3 million face value floating rate unsecured subordinated notes at par in three separate transactions for proceeds of $157.8 million, net of debt issuance costs (collectively, the “Ark 2021 Subordinated Notes”). The Ark 2021 Subordinated Notes were issued in private placement offerings that were exempt from the registration requirements of the Securities Act of 1933. On July 13, 2021, Ark issued €39.1 million ($46.3 million based upon the foreign exchange spot rate as of the date of the transaction) face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 1”). The Ark 2021 Subordinated Notes Tranche 1, which mature in July 2041, accrue interest at a floating rate equal to the three-month Euro Interbank Offered Rate (“EURIBOR”) plus 5.75% per annum. On August 11, 2021, Ark issued $47.0 million face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 2”). The Ark 2021 Subordinated Notes Tranche 2, which mature in August 2041, accrue interest at a floating rate equal to the three-month Secured Overnight Financing Rate (“SOFR”) plus a SOFR benchmark adjustment of 0.26% and a stated margin of 5.75% per annum. On September 8, 2021, Ark issued $70.0 million face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 3”). The Ark 2021 Subordinated Notes Tranche 3, which mature in September 2041, accrue interest at a floating rate equal to the three-month SOFR plus a SOFR benchmark adjustment of 0.26% and a stated margin of 6.1% per annum. On the ten-year anniversary of the issue dates, the interest rate for the Ark 2021 Subordinated Notes will increase by 1.0% per annum. Ark has the option to redeem, in whole or in part, the Ark 2021 Subordinated Notes ahead of contractual maturity at the outstanding principal amounts plus accrued interest at the ten-year anniversary or any subsequent interest payment date. All payments of principal and interest under the Ark 2021 Subordinated Notes are conditional upon GAIL’s solvency and compliance with the enhanced capital requirements of the Bermuda Monetary Authority (“BMA”). The deferral of payments of principal and interest under these conditions does not constitute a default by Ark and does not give the noteholders any rights to accelerate repayment of the Ark 2021 Subordinated Notes or take any enforcement action under the Ark 2021 Subordinated Notes. If the payments of principal and interest under the Ark 2021 Subordinated Notes become subject to tax withholding on behalf of Bermuda or any political subdivision there, the Ark 2021 Subordinated Notes require the payment of additional amounts such that the amount received by the noteholders is the same as would have been received absent the tax withholding being imposed. The Ark 2021 Subordinated Notes Tranche 3 require the payment of additional interest of 1.0% per annum upon the occurrence of a premium load event until such event is remedied. Premium load events include the failure to meet payment obligations of the Ark 2021 Subordinated Notes Tranche 3 when due, failure of GAIL to maintain an investment grade credit rating, failure to maintain 120% of GAIL’s Bermuda solvency capital requirement, failure of GAIL to maintain a debt to capital ratio below 40%, late filing of GAIL’s or Ark’s financial information, and making a restricted payment or distribution on GAIL’s common stock or other securities that rank junior or pari passu with the Ark 2021 Subordinated Notes Tranche 3 when a different premium load event exists or will be caused by the restricted payment. As of March 31, 2025, there were no premium load events. As of March 31, 2025, the Ark 2021 Subordinated Notes Tranche 1 had an outstanding balance of €39.1 million ($42.5 million based upon the foreign exchange spot rate as of March 31, 2025), the Ark 2021 Subordinated Notes Tranche 2 had an outstanding balance of $47.0 million, and the Ark 2021 Subordinated Notes Tranche 3 had an outstanding balance of $70.0 million. The Ark Subordinated Notes contain various affirmative and negative covenants that White Mountains considers to be customary for such borrowings. Ark Standby Letter of Credit Facilities In December 2021, Ark entered into an uncommitted secured standby letter of credit facility agreement with Citibank Europe Plc (the “Citibank LOC Facility”), with capacity of $125.0 million on a collateralized basis. In September 2022, Ark entered into an additional uncommitted standby letter of credit facility agreement with Lloyds Bank Corporate Markets PLC (the “Lloyds LOC Facility”), with capacity of $100.0 million on a collateralized basis. As of March 31, 2025, the Citibank LOC Facility had an outstanding balance of $99.0 million and cash and investments pledged as collateral of $143.6 million. As of March 31, 2025, the Lloyds LOC Facility had an outstanding balance of $37.1 million and cash and investments pledged as collateral of $68.0 million. Ark’s uncommitted secured standby letter of credit facility agreements contain various representations, warranties and affirmative and negative covenants that White Mountains considers to be customary for such borrowings. HG Global Senior Notes On April 29, 2022, HG Global received the proceeds from the issuance of its $150.0 million face value floating rate secured senior notes (the “HG Global Senior Notes”). The HG Global Senior Notes, which mature in April 2032, accrue interest at a floating rate equal to the three-month SOFR plus a SOFR benchmark adjustment of 0.26% and a stated margin of 6.0% per annum. Subsequent to the five-year anniversary of the funding date, absent the occurrence of an early amortization trigger event, HG Global will be required to make payments of principal on a quarterly basis totaling $15.0 million annually. Upon the occurrence of an early amortization trigger event, HG Global is required to use all available cash flow to repay the notes. Early amortization trigger events include scenarios in which HG Re is effectively in runoff. HG Global has the option to redeem, in whole or in part, the HG Global Senior Notes after the five-year anniversary of the funding date at the outstanding principal amount plus accrued interest. On June 16, 2022, HG Global entered into an interest rate cap agreement, effective on July 25, 2022, to limit its exposure to the risk of interest rate increases on the HG Global Senior Notes (the “HG Global 2022 Interest Rate Cap”). Under the HG Global 2022 Interest Rate Cap, the notional amount is $150.0 million, the maximum interest rate is 9.76% per annum and the termination date is July 25, 2025. On August 22, 2024, HG Global entered into a new interest rate cap agreement, effective upon the termination of the prior interest rate cap (the “HG Global 2024 Interest Rate Cap”). Under the HG Global 2024 Interest Rate Cap, the initial notional amount is $150.0 million, the maximum interest rate is 10.76% per annum and the termination date is July 25, 2028. See Note 9 — “Derivatives.” The HG Global Senior Notes require HG Global to maintain an interest reserve account of eight times the interest accrued for the most recent quarterly interest period, subject to a maximum required balance of $29.3 million as of March 31, 2025. The interest reserve account held short-term investments of $29.3 million as of both March 31, 2025 and December 31, 2024. The HG Global Senior Notes are secured by the capital stock and other equity interests of HG Global’s subsidiaries, the interest reserve account, and all cash and non-cash proceeds from such collateral. The HG Global Senior Notes contain various affirmative and negative covenants that White Mountains considers to be customary for such borrowings. If the payment of principal and interest under the HG Global Senior Notes becomes subject to tax withholding on behalf of a relevant governmental authority for certain indemnified taxes, the HG Global Senior Notes require the payment of additional amounts such that the amount received by the noteholders is the same as would have been received absent the tax withholding being imposed. The HG Global Senior Notes require the payment of additional interest of 1.0% per annum if the HG Global Senior Notes receive a non-investment grade rating or are no longer rated. As of March 31, 2025, the HG Global Senior Notes had an investment grade rating. As of March 31, 2025, the HG Global Senior Notes had an outstanding balance of $150.0 million. Kudu Credit Facility On March 23, 2021, Kudu entered into a secured revolving credit facility (the “Kudu Credit Facility”) with Mass Mutual for a maximum borrowing capacity of $300.0 million. On June 28, 2024, Kudu amended the Kudu Credit Facility to increase the total commitment from $300.0 million to $350.0 million and revise the stated margin and SOFR benchmark adjustment. The amended terms also reduced the minimum debt service coverage ratio to 2.5 times for 2024, reverting back to 3.0 times for 2025 and thereafter. On March 18, 2025, Kudu amended the Kudu Credit Facility to reduce the required interest reserve account balance and lower the minimum debt service coverage ratio to 2.5 times. The amendments to the Kudu Credit Facility lowered Kudu’s borrowing costs and increased its borrowing capacity. The Kudu Credit Facility matures on March 23, 2036. Through June 30, 2024, interest on the Kudu Credit Facility accrued at a floating rate equal to the three-month SOFR plus a SOFR benchmark adjustment of 0.26% and a stated margin of 4.30% (4.56% in total) per annum. Effective July 2024, the Kudu Credit Facility accrues interest at a floating rate equal to the three-month SOFR plus a stated margin of 4.45% per annum with no SOFR benchmark adjustment. On September 17, 2024, Kudu entered into an interest rate cap agreement, effective on September 30, 2024, to limit its exposure to the risk of interest rate increases on the Kudu Credit Facility (the “Kudu Interest Rate Cap”). Under the Kudu Interest Rate Cap, the notional amount is $150.0 million, the maximum interest rate is 8.95% per annum and the termination date is September 30, 2027. See Note 9 — “Derivatives.” The Kudu Credit Facility requires Kudu to maintain an interest reserve account of two times the interest accrued for the most recent quarterly interest period. Prior to the March 18, 2025 amendment, Kudu was required to maintain an interest reserve account of four times the interest accrued for the most recent quarterly interest period. As of March 31, 2025 and December 31, 2024, the interest reserve account held short-term investments of $7.7 million and $15.1 million. The Kudu Credit Facility requires Kudu to maintain a maximum ratio of the outstanding balance to the sum of the fair market value of Kudu’s other long-term investments and cash held in certain accounts (the “LTV Percentage”) for annual periods after the June 28, 2024 amendment as follows: 50% in years 0-3, 40% in years 4-5, 25% in years 6-7, 15% in years 8-10 and 0% thereafter. As of March 31, 2025, Kudu had a 22.3% LTV Percentage. The Kudu Credit Facility requires Kudu to maintain a minimum debt service coverage ratio of its trailing 12 months annualized adjusted EBITDA to its total debt service. Under the terms of the March 18, 2025 amendment, Kudu is required to maintain a minimum debt service coverage ratio of 2.5 times for 2025 and thereafter. As of March 31, 2025, Kudu had a debt service coverage ratio of 4.1 times. Kudu may borrow undrawn balances until June 28, 2027, subject to customary terms and conditions, to the extent the amount borrowed under the Kudu Credit Facility does not exceed the borrowing base, which is equal to 35% of the fair value of Kudu’s qualifying Participation Contracts. The following table presents the change in debt under the Kudu Credit Facility for the three months ended March 31, 2025 and 2024:
|  |  |  | Three Months Ended March 31,
Millions |  |  |  |  |  | 2025 |  | 2024
Kudu Credit Facility |  |  |  |  |  |  |  |
Beginning balance |  |  |  |  |  | $ | 245.3 |  |  | $ | 210.3 |
Borrowings |  |  |  |  |  | 8.0 |  |  | — |
Repayments |  |  |  |  |  | — |  |  | — |
Ending balance |  |  |  |  |  | $ | 253.3 |  |  | $ | 210.3 |
The Kudu Credit Facility is secured by all property of the loan parties and contains various representations, warranties and affirmative and negative covenants that White Mountains considers to be customary for such borrowings. Bamboo Credit Facility On January 24, 2025, Bamboo entered into a secured credit facility (the “Bamboo Credit Facility”). The Bamboo Credit Facility is comprised of a six-year term loan of $110 million and a revolving credit loan of $10 million. The Bamboo Credit Facility matures on January 24, 2031. Bamboo will be required to make payments of principal on a quarterly basis totaling $0.8 million for 2025 and $1.1 million annually thereafter. Commencing with the year ending December 31, 2026, Bamboo may also be required to use a percentage of excess cash flows to repay outstanding principal plus accrued interest if Bamboo’s total leverage ratio is above 1.5 times. Bamboo has the option to prepay, in whole or in part, the Bamboo Credit Facility subsequent to October 31, 2025 at the outstanding principal plus accrued interest. As of March 31, 2025, the revolving credit loan was undrawn. Interest on the Bamboo Credit Facility accrues at a floating rate equal to the three-month SOFR plus a stated margin ranging from 4.5% to 5.0% per annum driven by Bamboo’s total leverage ratio. As of March 31, 2025, Bamboo’s total leverage ratio was 1.2 times, and the stated margin was 4.75%. On March 12, 2025, Bamboo entered into an interest rate cap agreement, effective on March 31, 2025, to limit its exposure to the risk of interest rate increases on the Bamboo Credit Facility (the “Bamboo Interest Rate Cap”). Under the Bamboo Interest Rate Cap, the notional amount is $80.0 million, the maximum interest rate is 10.0% per annum, and the termination date is March 31, 2028. See Note 9 — “Derivatives.” The following table presents the change in debt under the Bamboo Credit Facility for the three months ended March 31, 2025:
Millions |  |  |  |  |  | Three Months Ended March 31, 2025 |  |
Bamboo Credit Facility |  |  |  |  |  |  |  |
Beginning balance |  |  |  |  |  | $ | — |  |  |
Borrowings |  |  |  |  |  | 110.0 |  |  |
Repayments |  |  |  |  |  | — |  |  |
Ending balance |  |  |  |  |  | $ | 110.0 |  |  |
The Bamboo Credit Facility is secured by all property of the loan parties and contains various representations, warranties and affirmative and negative covenants that White Mountains considers to be customary for such borrowings, including a maximum total leverage ratio of 4.5 times. Other Operations Debt As of March 31, 2025, White Mountains’s Other Operations had debt with an outstanding balance of $21.5 million, which consisted of four secured credit facilities (collectively, “Other Operations debt”). Compliance As of March 31, 2025, White Mountains was in compliance, in all material respects, with all of the covenants under its debt instruments.

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