Patriot National, Inc. (NYSE:PN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On March31, 2017, the lenders under the Financing Agreement,
dated November9, 2016, by and among Patriot National, Inc. (the
Company), Cerberus Business Finance, LLC, as collateral agent and
as administrative agent, and the other lenders party thereto (the
Credit Agreement), consented to extending the time by which the
Company must deliver its audited financial statements to the
lenders from March31, 2017 to May1, 2017.
| Item3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April3, 2017, the Company received a written notice from NYSE
Regulation, stating that the Company is not in compliance with
the NYSEs continuing listing criteria under Section 802.01E of
the NYSE Listed Company Manual because it had not timely filed
its annual report on Form 10-K for the year ended December31,
2016. Under Section 802.01E, the NYSE will monitor the status of
the Companys late filing and related public disclosures for up to
a six-month period. If the Company does not file its annual
report and all other periodic reports with subsequent due dates
within six months from the filing due date of the late report,
the NYSE may, in its sole discretion, allow the Companys
securities to remain listed for up to an additional six months
depending on the specific circumstances, as outlined in the rule.
If the NYSE determines that an additional six-month trading
period is not appropriate, suspension and delisting procedures
will commence to Section804.00 of the Listed Company Manual. If
the NYSE determines that an additional trading period of up to
six months is appropriate and the Company fails to file its Form
10-K and Form10-Q filings by the end of that period, suspension
and delisting procedures will generally commence. Regardless of
the procedures described above, the NYSE may commence delisting
proceedings at any time during the period that is available to
complete the filing(s), if circumstances warrant.
The Company plans to file its 2016 Form 10-K as promptly as
practicable after it finalizes the Form 10-K with its independent
auditor and the Audit Committee completes its internal review
regarding certain accounting matters related to transactions
between the Company and Hospitality Supportive Systems, LLC,
Selective Risk Management and Carman Corporation, and their
affiliates which, as previously reported, the Company entered
into during calendar year 2015, and the Companys independent
auditor assesses the Audit Committees findings.
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; compensatory Arrangements of Certain Officers. |
On March30, 2017,
the Company received a written consent signed by Steven M.
Mariano, Steven Mariano Trust, Guarantee Insurance Company, Blue
Ridge Insurance Company, LLC and Guarantee Insurance Group, Inc.,
which collectively hold of record at least a majority in voting
power of all outstanding shares of the Company, removing Quentin
P. Smith and Charles H. Walsh from the Board of Directors of the
Company, effective immediately.
| Item7.01. | Regulation FD Disclosure. |
On April3, 2017,
the Company issued a press release announcing a delay in filing
its Annual Report on Form 10-K for the year ended December31,
2016. The press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by
reference.
On April4, 2017,
the Company issued a press release announcing the Global HR
disposition. The press release is filed as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated herein by
reference.
| Item8.01. | Other Events. |
Global HR
Disposition
On April 3, 2017,
the Companys wholly-owned subsidiary, Global HR Research, Inc.
(Global HR), entered into an Asset Purchase Agreement (the
Agreement) with Global Radar Acquisition LLC (Global Radar). to
the Agreement, Global Radar purchased from Global HR
substantially all of the assets (other than excluded assets) and
assumed certain specified liabilities (other than excluded
liabilities) of Global HRs business. Global HRs business includes
pre-hire services, including background screening, criminal
background checks, references, employment and educational
verification, drug testing and on-boarding and assessment
solutions. As a result of this disposition, the Company will no
longer offer such services.
The purchase price
for the sale of Global HR is up to $30million, plus the
assumption of certain liabilities. Specifically, $20.0million was
paid to Global HR in cash at closing, and $5.0 million will be
deposited into escrow within 180 days of closing for possible
further purchase price and working capital adjustments,
satisfaction of certain post-closing conditions and any
indemnification claims. In addition, Global HR may receive an
earnout payment of up to an additional $5.0million, payable no
later than June30, 2019, if certain EBITDA thresholds are met in
2017 and 2018. Prior to the disposition, the Company had no
relationship with Global Radar or its affiliates.
Credit
Agreement
During the first
quarter of 2017, the Company paid down approximately $36.0million
principal of the Term Loan under its Credit Agreement,
$20.0million of which was attributable to the sale of Global
HR.
Item9.01.
Financial Statements and Exhibits.
(d)
Exhibits
|
No. |
Description |
|
| 99.1 | Press Release dated April3, 2017. | |
| 99.2 | Press Release dated April4, 2017. |
About Patriot National, Inc. (NYSE:PN)
Patriot National, Inc. is an independent national provider of technology-enabled outsourcing solutions that help insurance carriers, employers and other clients mitigate risk and comply with complex regulations. It offers a range of end-to-end insurance related and specialty services. The Company principally offers approximately two types of services: front-end services, such as brokerage, underwriting and policyholder services, and back-end services, such as claims adjudication and administration. It also offers specialty services, including technology outsourcing and other information technology (IT) services, as well as employment pre-screening and background checks. The Company’s brokerage and policyholder services include general agency services and specialty underwriting and policyholder services provided to its insurance carrier clients. The Company’s claims administration services relate to the administration and resolution of workers’ compensation claims. Patriot National, Inc. (NYSE:PN) Recent Trading Information
Patriot National, Inc. (NYSE:PN) closed its last trading session down -0.09 at 2.73 with 54,317 shares trading hands.