UNITED INSURANCE HOLDINGS CORP. (NASDAQ:UIHC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01.
|
Completion of Acquisition or Disposition of Assets. |
On April3, 2017 (the Closing Date), United Insurance
Holdings Corp., a Delaware corporation (Parent), completed
the acquisition of AmCo Holding Company, a North Carolina
corporation (the Company), from RDX Holding, LLC, a
Delaware limited liability company (the Sole Stockholder),
as contemplated by the previously announced Agreement and Plan of
Merger, dated as of August17, 2016 (the Merger Agreement),
by and among Parent, Kilimanjaro Corp., a North Carolina
corporation (Merger Sub), Kili LLC, a Delaware limited
liability company (Merger LLC), the Company, the Sole
Stockholder, and certain equityholders of the Sole Stockholder
party thereto (collectively, the Sole Stockholder Member
Parties). The acquisition of the Company was completed
through a series of mergers, being (a)the merger of Merger Sub
with and into the Company, with the Company surviving as a
wholly-owned subsidiary of Parent (the First Merger), and
(b)the merger of the Company, as the survivor of the First
Merger, with and into Merger LLC, with Merger LLC surviving as a
wholly-owned subsidiary of Parent (the Second Merger and,
together with the First Merger, the Mergers). In
connection with the consummation of the Mergers, Merger LLC
changed its name to AmCo Holdings Company, LLC.
At the effective time of the First Merger, the issued and
outstanding shares of common stock of the Company (other than
shares owned by the Company, Parent, Merger Sub or any of their
respective wholly-owned subsidiaries, which were cancelled) were
automatically converted into 20,956,355 shares of common stock,
$0.0001 par value per share, of Parent (Parent Common
Stock). Immediately following the consummation of the
Mergers, the Sole Stockholder distributed such shares of Parent
Common Stock (the Merger Consideration) to its
equityholders.
The description of the Merger Agreement and related transactions
(including, but not limited to, the Mergers) in this Current
Report on Form 8-K
does not purport to be complete and is subject and qualified in
its entirety by reference to the full text of the Merger
Agreement, which was attached as Exhibit 2.1 to Parents Current
Report on Form 8-K
filed with the Securities and Exchange Commission (the
SEC) on August19, 2016 and is incorporated herein by
reference.
| Item3.02. | Unregistered Sales of Equity Securities. |
The information set forth in
Item 2.01 above with respect to the issuance of Parent Common
Stock as the Merger Consideration is incorporated into this Item
3.02 by reference. The Merger Consideration was issued to an
exemption from registration under Section 4(a)(2) of the
Securities Act of 1933, as amended (the Securities Act),
and was not registered under any state securities laws. Parent
relied on representations as to the Sole Stockholder and each of
its equityholders to support such exemption, including with
respect to the Sole Stockholders and each of its equityholders
status as an accredited investor (as defined by Rule 501 under
the Securities Act), their acquisition of the Merger
Consideration for purposes of investment and not resale, and
their ability to bear the entire loss of their
investment.
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| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
to the Merger Agreement and
that certain Stockholders Agreement, dated as of August17, 2016
(the Stockholders Agreement), by and among Parent, the
Sole Stockholder, R. Daniel Peed, an individual residing in the
State of Texas, and Peed FLP1, Ltd., L.L.P., a Texas limited
liability partnership that is wholly-owned by Mr.Peed (Peed
FLP1 and, together with Mr.Peed, the Peed
Stockholders), on the Closing Date, the board of directors of
Parent (the Parent Board) was increased from seven
directors to ten directors and Michael R. Hogan, Patrick F.
Maroney and R. Daniel Peed were appointed as directors on the
Parent Board. Messrs. Hogan, Maroney and Peed are the first
individuals designated by Mr.Peed for appointment to the Parent
Board to the Stockholders Agreement, which grants certain board
nomination and designation rights to Mr.Peed. Brief summaries of
each of Messrs. Hogans, Maroneys and Peeds relevant experience
are set forth in the section of Parents definitive proxy
statement on Schedule 14A titled The MergersUIHC Board After
the Mergers filed with the SEC on December29, 2016 and are
incorporated herein by reference.
Mr.Peed has also been
appointed as Non-Executive Vice Chairman of the Parent Board. At
this time, Messrs. Hogan, Maroney and Peed have not been
appointed to any of the Parent Boards standing
committees.
Each of Messrs. Hogan, Maroney
and Peed previously served on the board of directors of American
Coastal Insurance Company, a Florida corporation and wholly-owned
subsidiary of the Company (American Coastal). Mr.Peed and
Peed FLP1 also owned equity of the Sole Stockholder and therefore
received a total of 13,951,349 shares of Parent Common Stock upon
consummation of the Mergers, and Mr.Peed holds a proxy from a
former equityholder of the Sole Stockholder entitling him to vote
an additional 3,487,837 shares of Parent Common Stock. Mr.Hogan
also owned equity of the Sole Stockholder and received 45,905
shares of Parent Common Stock upon consummation of the Mergers.
Based on the market value of shares of Parent Common Stock at the
close of business on the business day immediately prior to the
Closing Date, the approximate dollar value of the Mergers was
$334,253,862, with the approximate dollar value of the Parent
Common Stock received by Messrs. Hogan and Peed equaling $732,185
and $222,524,017, respectively.
Mr.Peed is also the Chief
Executive Officer and, together with Peed FLP1, an approximately
seven percent stockholder of AmRisc, LLC, the exclusive managing
general agent of American Coastal (AmRisc). Because the
Company and American Coastal have no employees, they rely almost
entirely on AmRiscs services in connection with their operations,
including as to the management of assets, implementation of
underwriting strategies and pricing of risk. For 2016, all
premiums written by American Coastal ($250,212,939) were written
through AmRisc, and American Coastal paid AmRisc $72,525,185.
Mr.Peed is party to an employment agreement with AmRisc to which
he receives certain compensation and benefits, and both Mr.Peed
and Peed FLP1 are subject to certain non-competition,
non-solicitation, confidentiality and other restrictive covenants
for the benefit of AmRisc.
Each of Messrs. Hogan, Maroney
and Peed will receive the same cash compensation for his service
on the Parent Board as Parents other non-employee directors, as
described in the section of Parents annual proxy statement on
Schedule 14A titled Director Compensation filed with the
SEC on March29, 2017 and incorporated herein by reference, but
such compensation will be prorated to reflect that he was
appointed mid-term.
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The description of the
Stockholders Agreement and related transactions in this Current
Report on Form 8-K does not purport to be complete and is subject
and qualified in its entirety by reference to the full text of
the Stockholders Agreement, which was attached as Exhibit 10.1 to
Parents Current Report on Form 8-K filed with the SEC on
August19, 2016 and is incorporated herein by
reference.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
To facilitate the appointment
of Messrs. Hogan, Maroney and Peed to the Parent Board as
described under Item 5.02 of this Current Report on Form 8-K, on
March31, 2017, the Parent Board adopted and approved amendments
to Parents bylaws (the Bylaws) to increase the size of the
Parent Board to ten directors. The Bylaws were also amended to
make certain conforming, technical and administrative changes in
respect of director resignations and the term of directors
elected to fill vacancies on the Parent Board. Such amendments
became effective as of the filing of the articles of merger for
the First Merger with the Secretary of State of the State of
North Carolina.
The foregoing description of
the amendments to the Bylaws does not purport to be complete and
is qualified in its entirety by reference to the full text of the
amendments to the Bylaws which is filed herewith as Exhibit 3.1
and is incorporated herein by
reference.
| Item7.01. | Regulation FD Disclosure. |
A copy of the press release
issued by the Company on April3, 2017 announcing the completion
of the Mergers is furnished as Exhibit 99.1
hereto.
The foregoing information in
this Item 7.01 (including Exhibit 99.1 hereto) is being furnished
under Item 7.01 Regulation FD Disclosure. Such information
(including Exhibit 99.1 hereto) shall not be deemed filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), nor shall it be deemed
incorporated by reference in any filing under the Exchange Act,
except as shall be expressly set forth by specific reference in
such filing.
| Item9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
The Company will file an
amendment to this Current Report on Form 8-K containing the
financial statements required by Item 9.01(a) not later than
seventy-one calendar days after the date that this Current Report
on Form 8-K was required to be filed.
| (b) | Pro Forma Financial Information. |
The Company will file an
amendment to this Current Report on Form 8-K containing the pro
forma financial information required by Item 9.01(b) not later
than seventy-one calendar days after the date that this Current
Report on Form 8-K was required to be
filed.
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| (d) |
|
Exhibit No. |
Description of Exhibits |
|
| 2.1 |
Agreement and Plan of Merger, dated as of August17, 2016, by and among United Insurance Holdings Corp., Kilimanjaro Corp., Kili LLC, RDX Holding, LLC, certain equityholders of RDX Holding, LLC party thereto and AmCo Holding Company (incorporated herein by reference from Exhibit 2.1 to the Companys Current Report on Form 8-K filed on August19, 2016)* |
|
| 3.1 |
Amendments to the Bylaws of FMG Acquisition Corp., as adopted on March31, 2017 |
|
| 10.1 |
Stockholders Agreement, dated as of August17, 2016, by and among United Insurance Holdings Corp., RDX Holding, LLC, R. Daniel Peed and Peed FLP1, Ltd., L.L.P. (incorporated herein by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August19, 2016) |
|
| 99.1 |
Press Release issued by United Insurance Holdings Corp. on April3, 2017 |
| * |
Schedules have been omitted to Item 601(b)(2) of Regulation S-K. Parent agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. |
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to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| UNITED INSURANCE HOLDINGS CORP. | ||||||||||
| Date: | April3, 2017 | By: |
/s/ John Forney |
|||||||
| Name: | John Forney | |||||||||
| Title: | Chief Executive Officer |
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EXHIBIT
INDEX
|
Exhibit No. |
Description of Exhibits |
|
| 2.1 |
Agreement and Plan of Merger, dated as of August17, 2016, by and among United Insurance Holdings Corp., Kilimanjaro Corp., Kili LLC, RDX Holding, LLC, certain equityholders of RDX Holding, LLC party thereto and AmCo Holding Company (incorporated herein by reference from Exhibit 2.1 to the Companys Current Report on Form 8-K filed on August19, 2016)* |
|
| 3.1 |
Amendments to the Bylaws of FMG Acquisition Corp., as adopted on March31, 2017 |
|
| 10.1 |
Stockholders Agreement, dated as of August17, 2016, by and among United Insurance Holdings Corp., RDX Holding, LLC, R. Daniel Peed and Peed FLP1, Ltd., L.L.P. (incorporated herein by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August19, 2016) |
|
| 99.1 |
Press Release issued by United Insurance Holdings Corp. on April3, 2017 |
| * | Schedules have been omitted |
About UNITED INSURANCE HOLDINGS CORP. (NASDAQ:UIHC)
United Insurance Holdings Corp. is a property and casualty insurance holding company that sources, writes and services residential property and casualty insurance policies using a network of agents and a group of insurance subsidiaries. The Company’s insurance subsidiary is United Property & Casualty Insurance Company. Its other subsidiaries include United Insurance Management, L.C., the managing general agent that manages substantially all aspects of United Property & Casualty Insurance Company’s business; Skyway Claims Services, LLC, which provides services to its insurance affiliate; UPC Re, which provides a portion of the reinsurance protection purchased by its insurance affiliate, and Family Security Holdings, LLC (FSH). The Company’s principal product is homeowners’ insurance, which it offers in Connecticut, Florida, Georgia, Hawaii, Louisiana, Massachusetts, New Jersey, North Carolina, Rhode Island, South Carolina and Texas. UNITED INSURANCE HOLDINGS CORP. (NASDAQ:UIHC) Recent Trading Information
UNITED INSURANCE HOLDINGS CORP. (NASDAQ:UIHC) closed its last trading session down -0.62 at 15.33 with 126,893 shares trading hands.
