Heritage Insurance Holdings Inc. (HRTG) filed a Form 8K – Acquisition or Disposition of Assets – with the U.S Securities and Exchange Commission on November 30, 2017.
On November 30, 2017, Heritage Insurance Holdings, Inc. (the “Company”) completed the acquisition of all of the outstanding capital stock of NBIC Holdings, Inc. (“NBIC”), the parent company of Narragansett Bay Insurance Company, a leading specialty underwriter of personal residential insurance products and services in several states along the Eastern seaboard. The acquisition resulted in NBIC becoming a wholly-owned subsidiary of the Company (the “NBIC Acquisition”). The Company completed the NBIC Acquisition pursuant to the previously disclosed Agreement and Plan of Merger, dated as of August 8, 2017, by and among the Company, Gator Acquisition Merger Sub, Inc., NBIC and PBRA, LLC, in its capacity as Stockholder Representative (the “Merger Agreement”).
The purchase price for the NBIC Acquisition consisted of $210 million in cash, plus 2,222,215 shares of the Company’s common stock (the “Stock Consideration”), subject to a post-closing book value adjustment. The value of each share of the Company’s common stock was based on the volume-weighted average price of the Company’s common stock during the five business-day period ending on November 29, 2017. The Stock Consideration was issued at closing in an exempt private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. On December 1, 2017, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) providing for the registered resale of the Stock Consideration. In accordance with the Merger Agreement, 687,802 shares from the Stock Consideration were placed into an escrow account to secure any amounts payable pursuant to the post-closing book value adjustment provisions.
The cash portion of the purchase price for the NBIC Acquisition was financed in part through the proceeds of its previously announced offering of its 5.875% Convertible Senior Notes due 2037.
On November 30, 2017, the Company issued a press release announcing the closing of the NBIC Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.
The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1598665/000119312517362819/d454840d8k.htm
Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1598665/000119312517362819/0001193125-17-362819-index.htm
Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company’s financial position or the value of its shares.
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