NATIONAL GENERAL HOLDINGS CORP. (NASDAQ:NGHC) Files An 8-K Entry into a Material Definitive Agreement

NATIONAL GENERAL HOLDINGS CORP. (NASDAQ:NGHC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement.

On September 13, 2017, National General Holdings Corp. (the “Company”) entered into an Asset Purchase and License Agreement (the “Agreement”) with AmTrust North America, Inc. (“AmTrust”), to which the Company acquired ownership of its personal lines policy administration system (the “System”) and the related intellectual property, as well as a non-exclusive perpetual license to certain software programs used in connection with the System, from AmTrust for a purchase price of $200 million (the “Purchase Price”). The Purchase Price is payable in three equal installments, with the first payment made upon the execution, the second payment payable upon the 6-month anniversary of the Agreement, and the third payment payable upon the later of the completion of the full separation and transfer of the System to the Company’s operating environment and the 18-month anniversary of the Agreement in accordance with the terms of the Agreement. In addition, the Company will be required to pay AmTrust costs for the implementation of the System in the Company's environment (up to $5 million) and certain other support costs consistent with past practice. The Agreement also terminated the existing Master Services Agreement between the Company and AmTrust, to which AmTrust previously developed and licensed the System to the Company and under which the Company was obligated to pay a licensing fee for use of the System until 2023.

The foregoing description of the Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 1.01

Termination of a Material Definitive Agreement.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

On September 14, 2017, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

Item 1.01

Financial Statements and Exhibits.

(d) Exhibits


National General Holdings Corp. Exhibit
EX-10.1 2 nghc8-kmanpsex101.htm EXHIBIT 10.1 Exhibit ASSET PURCHASE AND LICENSE AGREEMENTThis ASSET PURCHASE AND LICENSE AGREEMENT (the “Agreement”) is entered into as of September 13,…
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About NATIONAL GENERAL HOLDINGS CORP. (NASDAQ:NGHC)

National General Holdings Corp. is a personal lines insurance holding company. Through its subsidiaries, the Company provides a range of insurance products, including personal and commercial automobile, homeowners, umbrella, recreational vehicle, supplemental health, lender-placed and other niche products. It operates through two segments: Property and Casualty (P&C) and Accident and Health (A&H). Its P&C segment offers its P&C insurance products through a network of agents, a number of affinity partners and through direct-response marketing programs. Its A&H segment provides accident and non-major medical health insurance products targeting its existing P&C policyholders and the anticipated market of employed persons who are uninsured or underinsured. Its automobile insurance products protect its customers against losses due to physical damage to their motor vehicles, bodily injury and liability to others for personal injury or property damage arising out of auto accidents.

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