Blog: ATLAS FINANCIAL HOLDINGS, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 1.01 Entry 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”), entered into
Amendment No. 3, dated as of June 9, 2022 (the “Amendment”), to Convertible
Senior Secured Delayed-Draw 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, LLC, as administrative agent (in such capacity, the
Agent”), the lenders party to the Credit Agreement (the “Original Lenders”) and
the new lenders party to the Amended Credit Agreement (the “New Lenders” and,
together with the Original Lenders, the “Lenders”).

Pursuant to the Amendment, the aggregate principal amount of the term loan
facility available to the Borrowers under the Amended Credit Facility (the “Term
Loans”) was increased from $3,000,000 to $6,200,000, with such additional amount
to be loaned to the Borrowers by the New Lenders added as lenders pursuant to
the Amendment, and the maturity date of the Term Loans was extended six months
to June 30, 2024. Additionally, the Amendment relieves the Borrowers of the
requirement to provide a perfected second-priority security interest in the
Company’s headquarters to the Agent. The Amendment also requires the Company to
maintain no fewer than three directors and, from and after July 31, 2022, for a
majority of the Company’s board of directors (the “Board”) to consist of
directors who do not have a material relationship with any of the Borrowers and
who are reasonably acceptable to the Agent and the Lenders. Such Board expansion
is consistent with the Board’s previously disclosed intention to seek new
independent directors to join the Board in due course, following the Company’s
annual general meeting of stockholders, as described in the Company’s proxy

Under the Amended Credit Agreement, the Borrower is no longer obligated to
maintain certain levels of minimum liquidity until the quarter ending June 30,
2023, at which point the Borrower is required to maintain $500,000 of qualifying
cash in a deposit account on each day of the quarter, with such minimum amount
of qualifying 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-priority perfected security interest in the assets of, or the equity
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 Amendment does not purport to be complete and is qualified in its
entirety by reference to the Amendment filed herewith as Exhibit 10.1 to this
Current Report.

Item 7.01. Regulation FD Disclosure.

On June 15, 2022, the Company issued a press release announcing the Amendment. A
copy of the press release is furnished as Exhibit 99.1 and is incorporated
herein by reference. The information disclosed under this Item 7.01, including
Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
shall not be deemed incorporated by reference into any filing under the
Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements and
information within the meaning of the federal securities laws regarding the
Company and its businesses. Such statements are based on the current
expectations, estimates, projections, and assumptions made by management. The
words “anticipate,” “expect,” “believe,” “may,” “should,” “estimate,” “project,”
“outlook,” “forecast” or similar words are used to identify such forward looking
information. The forward-looking events and circumstances discussed in this
report may not occur and could differ materially as a result of known and
unknown risk factors and uncertainties affecting the Company, including risks
regarding the effects and duration of the COVID-19 outbreak, the insurance
industry, economic factors, and the equity markets generally and the other risk
factors discussed in the “Risk Factors” section of the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2021 and subsequent periodic
reports. Many of these uncertainties and risks are difficult to predict and
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 on which 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 Exhibits.

(d) Exhibits.


   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)

** Certain portion of this exhibit (indicated by “[*****]”) have been omitted
pursuant to Item 601(b)(10) of Regulation S-K


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