AmTrust Financial Services, Inc. (NASDAQ:AFSI) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Following the consummation on November 29, 2018 of the merger transaction related to all of its issued and outstanding common stock, AmTrust Financial Services, Inc. (the “Company”) issued a press release on January 18, 2019 announcing that its Board of Directors has approved the voluntary delisting of the Company’s Series A Preferred Stock (the “Listed Preferred Stock”), the Company’s Depositary Shares representing 1/40th of a share of its Series B, C, D, E and F Preferred Stock, respectively (collectively, the “Listed Depositary Shares”), the Company’s 7.25% Subordinated Notes due 2055 and the Company’s 7.50% Subordinated Notes due 2055 (collectively, the “Listed Subordinated Notes”, and with the Listed Preferred Stock and the Listed Depositary Shares, the “Listed Securities”). A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The Company intends to file with the Securities and Exchange Commission (“SEC”) a notification on Form 25 on or about January 28, 2019 to delist and deregister the Listed Securities under Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects the delisting of the Listed Securities to become effective on or about February 7, 2019, at which time the Company’s SEC reporting obligations with respect to the Listed Securities will be suspended.
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 18, 2019, the Company’s Board of Directors approved an increase in the size of the Board from eight to eleven directors, to the authority granted to it by the Company’s Amended and Restated Certificate of Incorporation.
On that same day, John F. Shettle, Jr., Chris Stroup and Adam Karkowsky were each elected to the Company’s Board of Directors to fill the three vacancies. None of the new directors were appointed to Board committees at this time.
Mr. Shettle, age 64, is currently an Operating Partner of Stone Point Capital, a private equity firm focused on the global financial services industry (“Stone Point”). Prior to joining Stone Point, Mr.Shettle was a senior advisor and operating partner at Lightyear Capital, a private equity firm providing buyout and growth capital to companies in the financial services industry, from 2007 to 2009. Mr.Shettle is currently a director of Sagicor Financial Corporation, Sagicor Life Insurance Company, Atrium Underwriters Limited and Starstone Insurance Holdings Ltd.
Mr. Stroup, age 57, is currently an Operating Partner of Stone Point. Prior to joining Stone Point in 2004, Mr. Stroup was with Swiss Re Life & Health America Inc. where he held the position of chief executive officer, and prior to that was an audit partner at EY. Mr. Stroup is currently chief executive officer and chairman of the board of directors of Wilton Re, and also serves on the boards of LTCG, StoneRiver and Mitchell International.
Mr. Karkowsky, age 43, has been the Company’s Executive Vice President, Chief Financial Officer since June 2017. Mr. Karkowsky joined the Company in March 2011, and prior to his promotion to Chief Financial Officer served as Executive Vice President – Strategic Development and Mergers & Acquisitions. Mr. Karkowsky also serves as an officer and director of several of the Company’s subsidiaries. Prior to joining the Company, Mr. Karkowsky served in various finance and strategy roles in the private equity and insurance industries, including as Vice President, Mergers & Acquisitions Insurance Group, at AIG.
Mr. Shettle and Mr. Stroup have each agreed to waive compensation for their services as directors, and as a Company employee, Mr. Karkowsky will not receive separate compensation for serving as a director. Mr. Shettle and Mr. Stroup will each enter into the Company’s standard form of indemnification agreement for directors and
executive officers. None of Mr. Shettle, Mr. Stroup nor Mr. Karkowsky are a party to any transactions with the Company required to be disclosed to Item 404(a) of Regulation S-K, and there are no arrangements or understandings between the new directors and any other persons to which they were elected as directors.
Item 9.01Exhibits.
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Exhibit No. |
Description |
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99.1 |
Press release, dated January 18, 2019, issued by AmTrust Financial Services, Inc.
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Amtrust Financial Services, Inc. Exhibit
EX-99.1 2 ex991nysedelisting.htm EXHIBIT 99.1 Exhibit Exhibit 99.1MEDIA RELEASEAmTrust to Voluntarily Delist and Deregister All Series of Preferred Stock and Subordinated NotesNEW YORK,…
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About AmTrust Financial Services, Inc. (NASDAQ:AFSI)
Amtrust Financial Services, Inc. (AmTrust) is an insurance holding company. The Company, through its subsidiaries, provides specialty property and casualty insurance focusing on workers’ compensation and commercial package coverage for small business, specialty risk and extended warranty coverage, and property and casualty coverage for middle market business. Its segments include Small Commercial Business, Specialty Risk and Extended Warranty, and Specialty Program. The Small Commercial Business segment is engaged in providing workers’ compensation, commercial package and other commercial insurance lines produced by wholesale agents, retail agents and brokers in the United States. The Specialty Risk and Extended Warranty segment is engaged in providing coverage for consumer and commercial goods and custom designed coverages. The Specialty Program segment is engaged in writing commercial insurance for defined classes of insureds through general and other wholesale agents.
