Current Report Filing (8-k)
August 07 2019 - 4:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 7, 2019
1347
PROPERTY INSURANCE HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36366
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46-1119100
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1511
N. Westshore Blvd., Suite 870, Tampa, FL 33607
(Address of principal executive offices, including Zip Code)
(813)
579-6213
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which registered
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Common Stock, $0.001 par value per share
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PIH
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The Nasdaq Stock
Market LLC
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8.00% Cumulative Preferred Stock, Series A,
$25.00 par value per share
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PIHPP
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The Nasdaq Stock
Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
8.01. Other Events.
As
previously announced, on February 25, 2019, 1347 Property Insurance Holdings, Inc. (the “Company”), together with
Maison Insurance Company (“Maison”), Maison Managers, Inc. (“MMI”), and ClaimCor, LLC (“ClaimCor”),
entered into an Equity Purchase Agreement with FedNat Holding Company (“FedNat”), a Florida corporation, providing
for the sale of all of the issued and outstanding equity of Maison, MMI and ClaimCor to FedNat, on the terms and subject to the
conditions set forth in the agreement (the “Asset Sale”). The Company’s shareholders have approved the Asset
Sale. Regulatory approvals by the Louisiana Department of Insurance and the Florida Office of Insurance Regulation for the Asset
Sale are in the process of being finalized, and the Company anticipates receiving documentation evidencing such approval in the
next few days. The regulatory approvals are contingent on compliance with the consent orders with the insurance regulators. The
Company currently anticipates that the Asset Sale will close in December 2019.
Forward-Looking
Statements
Certain
statements made in this Current Report are not based on historical facts, but are forward-looking statements. These statements
can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,”
“can,” “could,” “estimate,” “expect,” “evaluate,” “forecast,”
“guidance,” “intend,” “likely,” “may,” “might,” “outlook,”
“plan,” “potential,” “predict,” “probable,” “project,” “seek,”
“should,” “view,” or “will,” or the negative thereof or other variations thereon or comparable
terminology. These statements reflect the Company’s reasonable judgment with respect to future events and are subject to
risks and uncertainties that could cause actual results or outcomes to differ materially from those in the forward-looking statements.
Such risks and uncertainties include risks of disruption to the Company’s business as a result of the proposed Asset Sale,
the occurrence of any event, change or other circumstance that could give rise to the termination of the Equity Purchase Agreement,
an inability to complete the Asset Sale due to a failure of any condition to the closing of the Asset Sale to be satisfied or
waived by the applicable party, outcome of any litigation that the Company may become subject to relating to the Asset Sale, an
increase in the amount of costs, fees and expenses and other charges related to the Equity Purchase Agreement or the Asset Sale,
risks arising from the diversion of management’s attention from the Company’s ongoing business operations, a decline
in the market price for the Company’s common stock if the Asset Sale is not completed, a lack of alternative potential transactions
if the Asset Sale is not completed, volatility or decline of Purchaser’s common stock received by the Company as consideration
in the Asset Sale, limitations on the Company’s ability to sell or otherwise dispose of Purchaser’s stock, risks of
being a minority stockholder of Purchaser if the Asset Sale is completed, disruptions in the Company’s operations from the
Asset Sale that prevent the Company from realizing intended benefits of the Asset Sale, risks associated with the Company’s
inability to identify and realize business opportunities, and undertaking of any such new opportunities, following the Asset Sale,
risks of the Company’s inability to satisfy the continued listing standards of the Nasdaq Stock Market following completion
of the Asset Sale, as well as the other risks and uncertainties identified in filings by the Company with the SEC, including its
periodic reports on Form 10-K and Form 10-Q. Any forward-looking statement speaks only as of the date of this Current Report and
the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new developments
or otherwise.
SIGNATURES
Pursuant
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.
Date:
August 7, 2019
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1347
PROPERTY INSURANCE HOLDINGS, INC.
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By:
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/s/
John S. Hill
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John
S. Hill
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Chief
Financial Officer
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