Current Report Filing (8-k)
September 21 2020 - 11:59AM
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): September 15, 2020
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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970
Lake Carillon Drive, Suite 314, St. Petersburg, FL 33716
(Address
of principal executive offices, including Zip Code)
(727)
304-5666
(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 240.13a-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 Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
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
1.01 Entry into a Material Definitive Agreement.
On
September 15, 2020 (the “Effective Date”), 1347 Property Insurance Holdings, Inc. (the “Company”) entered
into a Share Repurchase and Cooperation Agreement (the “Agreement”) with Hale Partnership Capital Management, LLC
and certain of its affiliates (collectively, the “Hale Parties”).
Pursuant
to the Agreement, the Company has agreed to purchase (exclusive of any fees or expenses) all of the 1,130,152 shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”) owned, of record or beneficially, by the Hale Parties as
of the Effective Date, in exchange for an aggregate $2,752,617 in cash and 330,231 shares of common stock, par value $0.01 per
share, of FedNat Holding Company previously owned by the Company (the “FedNat Shares”). As acknowledged by the Hale
Parties in the Agreement, that certain Standstill Agreement, dated December 2, 2019, by and between FedNat Holding Company and
the Company, imposes certain restrictions in respect of the FedNat Shares transferred by the Company to the Hale Parties. FedNat
Holding Company is not party to, or a third-party beneficiary of, the Agreement.
The
Agreement contains certain customary standstill provisions that, for a period of five years commencing on the Effective Date (the
“Standstill Period”), prohibit, among other things, the Hale Parties from (i) making certain announcements regarding
the Company’s transactions, (ii) soliciting proxies, (iii) acquiring ownership of any securities of the Company, (iv) advising,
encouraging or influencing any vote or disposition of any securities of the Company, (v) selling securities of the Company resulting
in any third party owning more than 4.9% of the outstanding shares of the Common Stock (subject to certain exceptions set forth
in the Agreement), (vi) taking actions to change or influence the Board of Directors of the Company, Company management or the
direction of certain Company matters and (vii) exercising certain stockholder rights. The Company and the Hale Parties further
agreed that they will not disparage each other and that they will not initiate any lawsuit, claim or proceeding with respect to
any claims against the Company or any of the Hale Parties, as applicable, based on facts known as of the Effective Date, in each
case applicable during the Standstill Period, and to a mutual release of claims.
Each
of the Company and the Hale Parties has the right to terminate the Agreement prior to the end of the Standstill Period if (i)
any of the Hale Parties, in the case of the Company, or (ii) the Company, in the case of the Hale Parties, commits a material
breach of the Agreement and such breach is not cured within 15 days after notice is given to the breaching party.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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.
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1347
PROPERTY INSURANCE HOLDINGS, INC.
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Date:
September 21, 2020
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By:
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/s/
John S. Hill
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Name:
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John
S. Hill
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Title:
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Executive
Vice President, Secretary and Chief Financial Officer
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