Section 1.01 Entering into a Material Definitive Agreement.
On June 9, 2022[*****], Atlas Financial Holdings, Inc. (the “Company”) and certain of its subsidiaries, as borrowers (collectively, the “Borrowers”), have entered into Amendment No. 3, dated June 9, 2022[*****] (the “Amendment”), to the Deferred Drawn Senior Secured Convertible Credit Agreement (as amended by Amendment No. 1 dated, February 2, 2022[*****]and amendment no. 2, dated March 25, 2022[*****]the “Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”), with Sheridan Road Partners, LLCas administrative agent (in this capacity, the Agent”), the lenders parties to the Credit Agreement (the “Original Lenders”) and the new lenders parties to the Amended Credit Agreement (the “New Lenders” and, with the Lenders, the “Lenders”).
Pursuant to the Amendment, the aggregate principal amount of the Term Loan Facility available to borrowers under the Amended Credit Facility (the “Term Loans“) is increased from $3,000,000 at $6,200,000with this additional amount to be lent to borrowers by new lenders added as lenders pursuant to the amendment, and the term loan maturity date was extended from six months to June 30, 2024[*****]. In addition, the Amendment exempts the Borrowers from the obligation to provide the Agent with a second ranking security right against the registered office of the Company. The Amendment also requires the Company to maintain at least three directors and, effective July 31, 2022[*****], that a majority of the board of directors of the Company (the “Board”) be composed of directors who have no material relationship with any of the Borrowers and who are reasonably acceptable to the Agent and the Lenders. This expansion of the board is consistent with the board’s previously announced intention to seek new independent directors to join the board in due course after the company’s annual general meeting of shareholders, as described in the company’s proxy statement. the society.
Under the Amended Credit Agreement, the Borrower is no longer required to maintain certain minimum liquidity levels through the quarter ending June 30, 2023[*****]in which case the Borrower is required to maintain $500,000 of eligible cash in a deposit account each day of the quarter, this minimum amount of eligible cash increasing by $125,000 each subsequent quarter until the expiration of the amended credit agreement. The Amended Credit Agreement also requires the Borrowers to grant to the Agent, for the benefit of the Lenders, a first and perfect security interest in the assets or interests in, Anchor Group Management, Inc. on or before January 1, 2023[*****].
The amendment is filed as Exhibit 10.1 to this current report. The description of the change does not purport to be complete and is qualified in its entirety by reference to the filed change attached as Exhibit 10.1 to this current report.
Item 7.01. FD Regulation Disclosure.
On June 15, 2022[*****], the Company issued a press release announcing the change. A copy of the press release is provided as Exhibit 99.1 and is incorporated herein by reference. Information disclosed pursuant to this Section 7.01, including Exhibit 99.1 hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not shall not be deemed incorporated by reference in any filing under the Securities Act.
This Current Report on Form 8-K includes forward-looking statements and information within the meaning of federal securities laws regarding the company and its business. These statements are based on management’s current expectations, estimates, projections and assumptions. The words “anticipate”, “expect”, “believe”, “may”, “should”, “estimate”, “project”, “outlook”, “expect” or similar words are used to identify this information. prospective. The forward-looking events and circumstances discussed in this report may not occur and may differ materially due to known and unknown risk factors and uncertainties affecting the Company, including risks regarding the effects and duration of the COVID-19, the insurance industry, economic factors and stock markets generally and other risk factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year closed December 31, 2021[*****] and subsequent periodic reports. Many of these uncertainties and risks are difficult to predict and are beyond management’s control. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date they are made, and the Company and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Item 9.01 Financial statements and supporting documents.
10.1 Amendment No. 3 to Convertible Senior Secured Delayed-Draw Credit Agreement,
dated June 9, 2022[*****], by and among Atlas Financial Holdings, Inc. and certain
subsidiaries, Sheridan Road Partners, LLC, as agent, and the lenders named
99.1 Press Release, dated June 15, 2022[*****], issued by Atlas Financial Holdings, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
** Parts of this exhibit (indicated by “[*****]”) were omitted pursuant to Rule SK 601(b)(10)
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