Conifer Holdings, Inc. (NASDAQ:CNFR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement.
As previously disclosed, on September 29, 2017, Conifer Holdings, Inc. (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”), as amended by the First Amendment (the “First Amendment”) dated as of June 21, 2018 (collectively, the “Loan Agreement”), with Elanus Capital Investments Master SP Series 3 (“Elanus”). to the Loan Agreement, the Company issued $30.0 million aggregate principal amount of its 8% subordinated notes due 2032, in a private placement. On the fifth and tenth anniversary of the subordinated notes, the interest rate resets to 1,250 basis points and 1,500 basis points, respectively, above the 5-year mid-swap rate. The subordinated notes include an issuer call option of all of the subordinated notes at par from July 31, 2018, through October 31, 2018 (the “Call Option”).
On August 10, 2018, the Company filed a Registration Statement on Form S-1 (as amended by Amendment No. 1 to Form S-1, filed on September 10, 2018) in connection with its proposed public offering of senior unsecured notes (the “Offering”).
On September 10, 2018, the Company entered into a waiver letter with Elanus (the “Waiver Letter”) whereby Elanus and the Company agreed (i) that in connection with the Offering, the Company may exercise the Call Option with respect to all, or a portion of, the subordinated notes; (ii) that the Company will use any proceeds raised under the Offering to redeem the subordinated notes; (iii) that any restrictions under the Loan Agreement regarding the Company’s ability to incur additional debt are waived with respect to the Offering, and (iv) that Elanus and the Company will negotiate in good faith to refinance any amount of indebtedness remaining under the Loan Agreement following the completion of the Offering.
The Note Purchase Agreement, the First Amendment and the Waiver Letter are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. The foregoing is only a brief description of the material terms of the Note Purchase Agreement, the First Amendment and the Waiver Letter and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
Item 1.01Financial Statements and Exhibits.
(d) Exhibits
Conifer Holdings, Inc. ExhibitEX-10.1 2 ex1014notepurchaseagreem.htm EXHIBIT 10.1 ex1014notepurchaseagreem EXECUTION VERSION Conifer Holdings,…To view the full exhibit click here
About Conifer Holdings, Inc. (NASDAQ:CNFR)
Conifer Holdings, Inc. is an insurance holding company. Through its insurance company subsidiaries, the Company offers insurance coverage in both specialty commercial and specialty personal product lines. It operates through two segments: commercial lines and personal lines. It is engaged in underwriting and marketing insurance coverage, and administering claims processing for such policies. The Company offers coverage for property, liability, automobile, and other miscellaneous coverage primarily to owner-operated small and mid-sized businesses, professional organizations and hospitality businesses, such as restaurants, bars and taverns. The Company offers coverage for low-value dwelling, wind-exposed homeowners and automobile. Its personal lines products include Catastrophe coverage, including hurricane and wind coverage, to underserved homeowners in Florida, Hawaii and Texas, and Dwelling insurance.