Atlas Financial Holdings, Inc. (NASDAQ:AFH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.>Entry into a Material Definitive Agreement.
entered into an underwriting agreement (the Underwriting Agreement)
as described below, with Sandler ONeill Partners, L.P., as
representative of the several underwriters listed in Schedule I
thereto (collectively, the Underwriters), in connection with the
public offering (the Offering) of $25,000,000 aggregate principal
amount of 6.625% Senior Unsecured Notes due 2022 (the Notes) by the
Company at a price to the public of 50% of the aggregate principal
amount of the Notes. On April 26, 2017, the Company consummated the
Offering, which was made to (i) the Company’s shelf registration
statement on Form S-3 (File No. 333-195495) (the Registration
Statement), (ii) a preliminary prospectus supplement relating to
the Offering, dated as of April 19, 2017, and (iii) a final
prospectus supplement related to the Offering, dated as of April
21, 2017.
together with cash on hand, for the repayment of$19.4 million in
outstanding indebtedness under its secured credit facility (which
will then be terminated), repurchases of common stock, supporting
organic growth, and potential acquisitions, as well as for general
corporate purposes.
representations, warranties and covenants by the Company. It also
provides that the Company will indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act
of 1933, as amended, or contribute to payments the Underwriters may
be required to make because of any such liabilities. The
description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Underwriting Agreement filed herewith as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
April 26, 2017 (the Base Indenture), between the Company and
Wilmington Trust, National Association, as trustee (the Trustee),
as supplemented by a First Supplemental Indenture thereto, dated as
of April 26, 2017 (the Supplemental Indenture), between the Company
and the Trustee.
Indenture and the Notes in this Current Report on Form 8-K do not
purport to be complete, are qualified in their entirety by
reference to Exhibits 4.1, 4.2 and 4.3, respectively, to this
Current Report on Form 8-K and are incorporated herein by
reference.
the pricing of the Notes and on April 26, 2017, the Company issued
a press release relating to the closing of the Offering. The
foregoing descriptions of such press releases are qualified in
their entirety by reference to Exhibits 99.1 and 99.2,
respectively, to this Current Report on Form 8-K and are
incorporated by reference herein.
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Exhibit Number
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Description
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1.1
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Underwriting Agreement, dated April 21, 2017, by and
between Atlas Financial Holdings, Inc. and Sandler O’Neill Partners, L.P. |
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4.1
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Indenture, dated as of April 26, 2017, between Atlas
Financial Holdings, Inc. and Wilmington Trust, National Association, as trustee |
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4.2
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First Supplemental Indenture, dated as of April 26, 2017,
between Atlas Financial Holdings, Inc. and Wilmington Trust, National Association, as trustee |
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4.3
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Form of Note representing $25,000,000 aggregate principal
amount of 6.625% Senior Unsecured Notes due 2022 |
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5.1
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Opinion of Conyers Dill Pearman
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5.2
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Opinion of DLA Piper LLP (US)
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23.1
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Consent of Conyers Dill Pearman (included in Exhibit 5.1)
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23.2
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Consent of DLA Piper LLP (US) (included in Exhibit 5.2)
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99.1
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Press release related to pricing, dated April 21, 2017,
issued by Atlas Financial Holdings, Inc. |
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99.2
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Press release relating to closing, dated April 26, 2017,
issued by Atlas Financial Holdings, Inc. |
About Atlas Financial Holdings, Inc. (NASDAQ:AFH)
Atlas Financial Holdings Inc formerly JJR VI Acquisition Corp is a Canada-based company. It is engaged in the business of providing commercial automobile insurance in the United States with a niche market orientation. The Company’s automobile insurance products provide coverage in three areas: liability, accident benefits and physical damage. Liability insurance provides coverage where the insured is responsible for an automobile accident, for the payment for injuries and property damage to third parties. Accident benefit policies or personal injury protection policies provide coverage for loss of income, medical and rehabilitation expenses for insured persons who are injured in an automobile accident, Physical damage coverages provide for the payment of damages to an insured automobile arising from a collision with another object or from other risks. In January 2013, the Company acquired Camelot Services Inc. and its insurance subsidiary, Gateway Insurance Company. Atlas Financial Holdings, Inc. (NASDAQ:AFH) Recent Trading Information
Atlas Financial Holdings, Inc. (NASDAQ:AFH) closed its last trading session up +0.35 at 13.00 with 68,776 shares trading hands.