Heritage Insurance Holdings, Inc. (Form: 8-K, Received: 06/19/2014 17:04:59)

HERITAGE INSURANCE HOLDINGS, INC.

Dated: June 19, 2014

/s/ Stephen Rohde

Stephen Rohde

Chief Financial Officer

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): June 13, 2014

HERITAGE INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36462

45-5338504

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Heritage Insurance Holdings, Inc.

2600 McCormick Drive, Suite 300

Clearwater, Florida

33759

(Address of principal executive offices)

(Zip Code)

(727) 362-7202

(Registrant’s telephone number, including area code)

N/A

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

On June 13, 2014, Heritage Property & Casualty Insurance Company (“ HPCIC ”), the insurance subsidiary of Heritage Insurance Holdings, Inc. (the “ Company ”), entered into an Insurance Policy Acquisition and Transition Agreement (the “ Agreement ”) with the Florida Insurance Guaranty Association (“ FIGA ”) and the Florida Department of Financial Services, as Receiver (the “ Receiver ”) for Sunshine State Insurance Company (“ SSIC ”).

Pursuant to the Agreement, HPCIC has the non-exclusive right to offer a new policy of insurance, effective June 27, 2014, to all (subject to limited exceptions) Florida SSIC policyholders having in-force policies (the “ Transition Policies ”), without the need for the SSIC policyholders to file a new application with HPCIC or pay premium that has already been paid to SSIC (the “ Transition Coverage ”). As of May 29, 2014, SSIC had approximately 35,000 policies in force, representing approximately $60.0 million of in-force premium. The Transition Coverage will automatically terminate at the end of the original SSIC policy period. Upon termination of each Transition Policy, HPCIC will renew such policies at the lesser of SSIC’s and HPCIC’s rates on either SSIC’s or HPCIC’s forms, respectively.

The Agreement provides that HPCIC will not assume any liability or obligations of SSIC, including with respect to any SSIC policy.

Pursuant to the Agreement, HPCIC is assigned the entirety of the unearned premium, net of the $100 per policy FIGA statutory deductible, including unearned commissions, for each Transition Policy. FIGA will pay such unearned premium to HPCIC, less (i) the amount of the unearned commission of SSIC’s independent agents and (ii) the amount of unearned premium that is unpaid by SSIC’s policyholders, for which, in each case, HPCIC retains its assignment.

As consideration for the acquisition of the Transition Policies, HPCIC agreed to deposit $10 million with the Receiver (the “ Acquisition Payment ”). HPCIC will receive a credit against the Acquisition Payment for (i) the $100 FIGA statutory deductible applicable to each Transition Policy and (ii) the amount of the unearned commission of SSIC’s independent agents.

The Agreement contains customary indemnity obligations of HPCIC in favor of the Receiver.

The preceding description is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

While the Acquisition Payment will provide the Company with rights to both the unearned premium and the opportunity to renew the Transition Policies at the applicable policy renewal dates, for accounting purposes, the Acquisition Payment will be amortized ratably in relation to the earning of the acquired unearned premium reserve.

The Company will purchase additional reinsurance through the Florida Hurricane Catastrophe Fund and private reinsurance markets to maintain materially the same level of coverage relative to insured risk that the Company had purchased prior to this transaction. The Company expects that cost of the additional reinsurance, viewed as a percentage of gross earned premium, will be favorable to the Company, relative to that of its existing reinsurance.

Item 8.01

Other Events.

On June 11, 2014, the Company issued a press release announcing the proposed Agreement. On June 16, 2014, the Company issued a press release announcing that it had received court approval to enter into the Agreement. The Company is furnishing under Item 8.01 of this Current Report on Form 8-K the press releases included as Exhibits 99.1 and 99.2 hereto.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits:


Exhibit No.		Description

10.1		Insurance Policy Acquisition and Transition Agreement, dated as of June 13, 2014, by and among Heritage Property & Casualty Insurance Company, the Florida Department of Financial Services, as Receiver for Sunshine State Insurance Company, and the Florida Insurance Guaranty Association.

99.1		Press Release dated June 11, 2014.

99.2		Press Release dated June 16, 2014.

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.

Exhibit Index


Exhibit No.		Description

10.1		Insurance Policy Acquisition and Transition Agreement, dated as of June 13, 2014, by and among Heritage Property & Casualty Insurance Company, the Florida Department of Financial Services, as Receiver for Sunshine State Insurance Company, and the Florida Insurance Guaranty Association.

99.1		Press Release dated June 11, 2014.

99.2		Press Release dated June 16, 2014.

Exhibit 10.1

INSURANCE POLICY ACQUISITION AND TRANSITION AGREEMENT

This Insurance Policy Acquisition and Transition Agreement (hereinafter the “Agreement”) is entered into this 13 ^th day of June, 2014, by and among the Florida Department of Financial Services, as Receiver for Sunshine State Insurance Company (hereinafter the “Receiver”), Heritage Property & Casualty Insurance Company (hereinafter “HPCIC”) and the Florida Insurance Guaranty Association (hereinafter “FIGA”).

RECITALS

WHEREAS, Sunshine State Insurance Company (hereinafter “SSIC”) was a corporation authorized pursuant to the Florida Insurance Code to transact business in the state of Florida as a domestic property and casualty insurer since November 21, 1997, whose principal place of business is located at 12724 Gran Bay Parkway West, Suite 150, Jacksonville, FL 32258; and

WHEREAS, On March 11, 2014, SSIC entered into a Consent Order with the Florida Office of Insurance Regulation (hereinafter “OIR”) in Case Number 149915-14-CO, pursuant to which SSIC agreed to “either infuse capital to bring surplus to” $15 million or “present an executed agreement for the acquisition or recapitalization” of SSIC to OIR accompanied by a good faith security deposit by May 15, 2014; and

WHEREAS, Collateral with the execution of the above-referenced Order, SSIC executed a Consent to Appointment of Receiver, wherein SSIC acknowledged “that the failure to comply with Consent Order 149915-14-CO by 5:00 p.m. by May 30, 2014 establishes grounds for the appointment of a Receiver for the purpose of Rehabilitation or Liquidation pursuant to Sections 631.051 and 631.061, Florida Statutes”; and

WHEREAS, As of the close of business, Friday, May 30, 2014, SSIC failed to present any other proposed transaction or plan for increasing its surplus to $15 million, being acquired, or transferring SSIC’s policies to another licensed insurer; and

WHEREAS, OIR referred SSIC to the Department of Financial Services for the initiation of delinquency proceedings pursuant to Part I, Chapter 631, Florida Statutes; and

WHEREAS, On June 2, 2014, the Department filed a Petition for Order Appointing the Florida Department of Financial Services as Receiver for Purposes of Liquidation, Injunction, and Notice of Automatic Stay with the Circuit Court of the Second Judicial Circuit, in and for Leon County, Florida in Case Number 2014-CA-1432; and

WHEREAS, On June 3, 2014, the Honorable Kevin J. Carroll entered a Consent Order Appointing the Florida Department of Financial Services as Receiver for Purposes of Liquidation, Injunction, and Notice of Automatic Stay (hereinafter the “Liquidation Order”); and

WHEREAS, pursuant to the Liquidation Order and sections 631.111 and 631.141, Florida Statutes, the Department as Receiver is vested with title to all property, contracts, rights of action, and books and records of SSIC; and

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WHEREAS, SSIC has outstanding and in force policies issued pursuant to the SSIC’s underwriting guidelines; and

WHEREAS, pursuant to the Liquidation Order and section 631.252, Florida Statutes, excepting those policies of flood insurance issued pursuant to the National Flood Insurance Act of 1968 that have not expired, all policies of insurance or similar contracts of coverage written by SSIC that have not expired are canceled effective 12:01 a.m. on July 3, 2014 (the date 30 days after the entry of the Liquidation Order); and

WHEREAS, pursuant to the Liquidation Order and sections 631.252 and 631.52, Florida Statutes, the authority of FIGA has been triggered to make payment of covered claims under certain insurance policies; and

WHEREAS, the Receiver desires to effectuate a smooth transition of the SSIC property and casualty policies to another licensed insurer; and

WHEREAS, On June 5, 2014, in an effort to effectuate a smooth transition of the SSIC property and casualty policies to another licensed insurer, the Receiver issued a Request For Proposal (hereinafter “RFP”), which sought proposals for the non-exclusive right to offer coverage to SSIC’s Homeowners, Builders Risk, and Condominium policies; and

WHEREAS, In response to the RFP, ten proposals were submitted, all of which were reviewed by the Receiver to determine the benefit each proposal offered to the Receivership estate and the SSIC policyholders; and

WHEREAS, After careful review, the Receiver determined that the HPCIC’s proposal offers the greatest benefit to the Receivership estate and to the SSIC policyholders.

NOW, THEREFORE, in consideration of the covenants, conditions, promises, releases contained herein, and for other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following provisions:

ARTICLE I

Definitions :

“Agreement” means this Agreement.

“Circuit Court” means the Circuit Court of Leon County, Florida.

“Effective Date” means the effective date of this Agreement, which is June 13, 2014.

“FIGA” means the Florida Insurance Guaranty Association.

“HPCIC” means Heritage Property & Casualty Insurance Company.

“Liability” means any liability, demand, claim, action or cause of action arising out of or in connection with an insurance policy, including all claims for credits due on the policy, refunds, commission claims of agents in connection with, any premium tax related to, and any special, incidental, consequential, extra-contractual or punitive damages arising out of a policy.

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“Notice” means any notice, consent, request, waiver, election and other communication authorized, required or permitted to be given under this Agreement.

“OIR” means the Florida Office of Insurance Regulation.

“Policyholder” means each person identified as an insured in a currently effective insurance policy written by SSIC.

“Pre-Existing Condition” means damage or loss to property that occurred while that property was insured by a SSIC policy.

“Receiver” means the Florida Department of Financial Services, as Receiver for Sunshine State Insurance Company.

“SSIC” means the Sunshine State Insurance Company.

“Transition Coverage” means a policy offered by HPCIC on SSIC’s policy forms and utilizing the SSIC’s rates, which shall take effect at 12:01 a.m. on June 27, 2014, and shall terminate at the end of the policy periods of the original SSIC policies.

“Transition Policy” means a policy issued by HPCIC on SSIC’s policy forms and utilizing SSIC’s rates, which shall take effect at 12:01 a.m. on June 27, 2014, and shall terminate at the end of the policy periods of the original SSIC policies.

ARTICLE II

Transition Coverage

With the exception of policies of flood insurance issued pursuant to the National Flood Insurance Act of 1968, builder’s risk policies, and any policies issued to Mississippi or South Carolina Policyholders, HPCIC will offer a new policy of insurance, effective June 27, 2014, to all Florida SSIC Policyholders having in-force policies, without the need for the SSIC Policyholders to file a new application with HPCIC or pay premium that has already been paid to SSIC. This Transition Coverage shall automatically terminate at the end of the policy periods of the original SSIC policies. Upon termination of each Transition Policy, HPCIC will renew such policies on SSIC’s or HPCIC’s forms and utilizing the lesser of SSIC’s and HPCIC’s rates.

HPCIC may, but shall not be required to issue policies on properties that have a Pre-Existing Condition until the Policyholder submits to HPCIC a written representation and warranty that the Pre-Existing Condition has been repaired, together with a picture of the front and back of the insured property. HPCIC retains the right to inspect the remedy of any such Pre-Existing Condition, and is only required to offer replacement coverage if the remedy has been performed to HPCIC’s sole satisfaction.

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HPCIC is not assuming any Liability occurring before 12:01 a.m. on June 27, 2014, relating to any SSIC policy. HPCIC shall not become a successor in interest of SSIC that may result in HPCIC assuming any obligation or Liability of SSIC.

SSIC is not assuming any Liability relating to any HPCIC policy. SSIC shall not be deemed a predecessor in interest of HPCIC that may result in SSIC assuming any obligation or Liability of HPCIC.

Neither the Receiver nor FIGA shall be responsible for or bear the cost to transfer the Policyholder information from the systems of SSIC and its service providers, including the Computer Sciences Corporation, to the systems of HPCIC and its service providers.

ARTICLE III

Consideration

Unearned Premium: True Up Process

HPCIC is assigned the entirety of the unearned premium, paid or not paid, net of the per policy $100 FIGA statutory deductible that is associated with Transition Coverage, including unearned commissions; and FIGA shall pay such unearned premium to HPCIC as provided in this paragraph provided that the amount of such payment to HPCIC will be reduced by (a) the amount of the unearned commission of SSIC’s independent agents (for which HPCIC retains its assignment) and (b) the amount of unearned premium that is unpaid by SSIC’s Policyholders (for which HPCIC retains its assignment), and (c) a FIGA estimated holdback to account for policyholders selecting coverage with other insurers or who otherwise opt out of receiving coverage from HPCIC.

HPCIC shall provide the Receiver and FIGA with documentation reporting all Transition Policies issued to SSIC’s former Policyholders. This report shall include the Policyholder’s information, the date of the inception of the policy, the expiration date of the policy, and the premium charged for the coverage. All supporting documentation relating to the reports produced by HPCIC will be subject to audit by the Receiver and FIGA. This first report will be provided to the Receiver no later than August 31, 2014 . A second “true up” report shall be provided no later than October 31, 2014, and will include final information on any policy cancellations, endorsements, return premium, and other premium data pertaining to the policies issued by HPCIC.

On or before July 31, 2015, the Parties shall agree on a final calculation of the unearned premium amount and settle the funds that need to be paid between FIGA and HPCIC with respect to the Unearned Premium, including refunds to FIGA for policies not provided coverage by HPCIC.

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Consideration for Rewritten Policies

As consideration for the acquisition of these Transition Policies, HPCIC agrees to deposit $10 million with the Receiver (the “Acquisition Payment”). HPCIC will receive a credit that reduces the Acquisition Payment by (1) the $100 FIGA Statutory Deductible applicable to each Transition Policy and (2) the amount of the unearned commission of SSIC’s agents.

ARTICLE IV

Notice to Policyholders

Except for the lines of insurance as noted above, HPCIC shall cause to be issued and shall mail to each Policyholder to whom HPCIC offers a policy hereunder the following:

If the Policyholder’s property does not have a Pre-Existing Condition:

A letter from the Receiver notifying the Policyholder that his/her policy is being cancelled, informing them of this transaction and introducing HPCIC as the replacement insurer. This letter will include information on obtaining a new policy.

An introduction letter to each Policyholder from HPCIC.

If the Policyholder’s property does have a Pre-Existing Condition:

A letter from the Receiver notifying the Policyholder that his / her policy is being canceled, informing them of this transaction and introducing HPCIC as the replacement insurer. This letter will include information on the necessity of remedying the Pre-Existing Condition prior to being eligible for obtaining a new policy.

A letter from HPCIC instructing them to contact their agent or HPCIC when their Pre-Existing Condition has been remedied.

All of the materials to be sent out by HPCIC shall be reviewed and approved by the Receiver prior to mailing and will be sent out no later than three (3) business days after Court approval of this Agreement.

ARTICLE V

Indemnification :

HPCIC will hold harmless and indemnify the Receiver and FIGA from and against any liability, cost or expense (including reasonable fees of legal counsel and related disbursements) incurred by the Receiver for any claim, demand, action or cause of action asserted by any third party as a result of or related to: (a) HPCIC’s breach of any term contained in this Agreement; (b) an insurance policy written by HPCIC pursuant to the terms of this Agreement; and (c) HPCIC’s negligent or wrongful performance or non-performance of its obligations pursuant to this Agreement or any other agreement provided for or contemplated in this Agreement.

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ARTICLE VI

Further Instruments :

The parties hereto agree to execute and deliver such further instruments and do such further acts as may be reasonably necessary and proper to carry out the purposes of this Agreement.

ARTICLE VII

Partial Invalidity :

If any court holds any provision of this Agreement or its applicability to any person or circumstance invalid, the remainder of this Agreement, including the remainder of the section in which such provision appears, or the applicability of such provision to other persons or circumstances, shall not be affected thereby.

ARTICLE VIII

Further Agreements :

The Parties acknowledge that the effort to effect the transition of 36,000 policies in a less than thirty (30) day time frame is a complex process. Certain situations will present themselves concerning particular policies, either individually, or as a group, which will require further discussion and agreement to 1) protect the Policyholders and 2) assure that the Parties are fairly compensated as contemplated. In such situations, the Parties agree to work cooperatively towards those common goals and execute such memoranda of understanding as may be necessary to effectuate the transition of those Policyholders and the intent of this Agreement.

ARTICLE IX

Burden and Benefit :

This Agreement is binding on and shall inure to the benefit of the parties hereto, their successors and assigns.

ARTICLE X

Counterparts :

This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ARTICLE XI

Notices :

All notices, consents, requests, waivers, elections and other communications (collectively “Notices”) authorized, required or permitted to be given under this Agreement shall be addressed as follows:

If to Sunshine State Insurance Company :

The Florida Department of Financial Services as Receiver for

Sunshine State Insurance Company

2020 Capital Circle SE

Suite 310

Tallahassee, FL 32301

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If to the Florida Insurance Guaranty Association :

Florida Insurance Guaranty Association

P.O. Box 14249

Tallahassee, FL 32317

If to Heritage Property & Casualty Insurance Company :

Heritage Property & Casualty Insurance Company

2600 McCormick Drive, Ste. 300

Clearwater, FL 33759

All Notices must be given in writing, mailed by first class registered or certified mail, and shall be deemed to be received three (3) days after the day of mailing. Either party may change its address for the receipt of Notices or the party to whose attention Notices are sent at any time by giving notice thereof to the other party hereto. In the event that any legal process, notice, regulatory bulletin, is served on one party in a legal action or proceeding against the other party, or for any other reason whatsoever, the party receiving the process, notice or regulatory bulletin, shall promptly and forthwith forward such process, notice or bulletin to the other party as directed above, via registered or certified mail, and with an additional copy sent via fax.

ARTICLE XII

No Intermediary :

The parties represent and warrant to each other that no intermediary was involved in the transactions contemplated by this Agreement nor are any payments being made as a result of the transactions contemplated by this Agreement.

ARTICLE XIII

No Third Party Beneficiaries :

This Agreement shall not confer any rights or remedies upon any person other than the parties and their respective affiliates or successors.

ARTICLE XIV

Jurisdiction :

The Circuit Court of Leon County, Florida (“Receivership Court”) shall have exclusive jurisdiction with respect to this Agreement.

ARTICLE XV

Applicable Law :

The laws of the State of Florida shall govern this Agreement.

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ARTICLE XVI

Drafting of Agreement :

All parties participated in the drafting of this Agreement. Any language in this Agreement determined to be ambiguous shall not be construed against any party by reason of having drafted said language.

ARTICLE XVII

Approval of Receivership Court :

This enforceability of this Agreement is subject to the approval of the Receivership Court.

FLORIDA DEPARTMENT OF FINANCIAL SERVICES

AS RECEIVER FOR SUNSHINE STATE INSURANCE COMPANY

By:

/s/ Authorized Signatory

Title:

Authorized Signatory

Date:

June 13, 2014

FLORIDA INSURANCE GUARANTY ASSOCIATION

By:

/s/ Authorized Signatory

Title:

Authorized Signatory

Date:

June 13, 2014

HERITAGE PROPERTY & CASUALTY INSURANCE COMPANY

By:

/s/ Bruce Lucas

Title:

Chief Executive Officer

Date:

June 13, 2014

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Exhibit 99.1

Heritage Insurance Enters Into Transaction for 35,000 Policies from Sunshine State Insurance

Jun 11, 2014

CLEARWATER, Fla., June 11, 2014 /PRNewswire/ — Heritage Insurance Holdings, Inc. (NYSE: HRTG) announced that it reached an agreement to offer coverage for the policies of Sunshine State Property & Casualty Insurance Company (“SSIC”), that is pending approval with the applicable court. If approved by the court, the policies will be offered coverage by Heritage’s wholly-owned subsidiary, Heritage Property & Casualty Insurance Company.

On June 3, 2014, SSIC was placed into receivership and a court-ordered its liquidation. SSIC has approximately $60 million in premium on 35,000 policies covering homes, condominiums and commercial residential buildings. Under the terms of the agreement, Heritage will have the right to offer coverage to all policies on or before June 27, 2014 and issue bridge coverage until the policy renews. All policies issued by Heritage will use SSIC’s current rates and forms during the transition period. Upon renewal, SSIC policies will receive the lower of SSIC’s rates or Heritage’s rates and many consumers will receive rate decreases.

“We had to step forward and help our fellow Floridians during hurricane season. We have a duty to help these policyholders and agents with a smooth and seamless transition to Heritage that ensures a continuation of coverage using SSIC’s current forms and rates,” said Bruce Lucas, Chairman & CEO. Lucas explained that “there is a smooth and easy transition of coverage for the customer and agent that will be handled behind the scenes by Heritage. Our transition plan guarantees continuation of coverage, rates, forms, and systems. It will be largely unperceivable by agent and policyholder.”

The move by Heritage is designed to protect Florida consumers. Lucas further explained that “ten companies submitted bids to acquire SSIC’s policies. We feel it is unconscionable to see SSIC consumers hurt by unnecessary rate increases from our peer companies. As a result, our agreement requires all SSIC premiums to be maintained at current levels and at renewal these consumers will get the lower of SSIC’s rates or Heritage’s rates. After reviewing both companies’ rates, we believe that we will save consumers millions of dollars in premiums.”

Additionally, the Florida Insurance Guaranty Association (“FIGA”) is required to collect a $100 deductible to all SSIC policyholders. Rich Widdicombe, Heritage’s President, stated that “we thought of the consumer first and did not want to see them penalized as they have done nothing wrong. As a result, we insisted upon paying this deductible for SSIC customers. We look forward to a long-term relationship with these customers for years to come.”

Heritage also took steps to protect SSIC’s agents. Mel Russell, Chief Underwriting Officer, explained, “We have a strong relationship with our agents and had to protect them as well. Florida law requires all of the unearned agent commissions to be repaid by SSIC’s agents. Heritage took immediate action to protect the agents by agreeing to pay the unearned agent commissions.” Mel further noted that “as long

as the agents do not cancel the policies before renewal, they will not have to repay any agent commissions. We want a long-term relationship with SSIC’s agents and our actions confirm our commitment to them.”

Heritage provided unmatched financial strength in support of the transaction. Bruce Lucas said, “Heritage Insurance has approximately $125 million in surplus, we are debt free, and have no quota share reinsurance. Our capital ratios are among the best in Florida, we have approximately $250 million in premium, backed by $125 million in surplus, and we have an additional $85 million in members’ equity in reserve. Agents and customers can rest easy knowing that they are protected by a well-capitalized company with publicly reported financials.”

SSIC customers will also benefit from Heritage’s management team, which is one of the most experienced teams in Florida. Rich Widdicombe explained, “Our management team has over 500 years of collective insurance experience. What’s even more impressive is that we have 20 management members and we average over 24 years of experience each. Our team has operated in every hurricane since Hurricane Andrew in 1992 and we are uniquely experienced at handling catastrophic events.”

About Heritage Property & Casualty Insurance Company

Based in Clearwater, Florida, Heritage Insurance (NYSE: HRTG) offers home, condominium, rental, and commercial residential insurance through a large network of experienced independent agents. Heritage Insurance provides homeowners with the highest quality property insurance and outstanding customer service. For more information, visit Heritage Insurance online at www.heritagepci.com or call (855) 323-8040.

Forward-Looking Statements

This release contains statements relating to future results. These statements are forward-looking statements under the federal securities laws. We can give no assurance that any future results discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. These statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this release. For a discussion of important factors that could affect our actual results, please refer to our SEC filings, including the “Risk Factors” section of the prospectus we recently filed with the SEC.

Investor Contact:

investors@heritagepci.com

Exhibit 99.2

Heritage Insurance Receives Court Approval to Transition 35,000 Policies from Sunshine State Insurance

Jun 16, 2014

CLEARWATER, Fla., June 16, 2014 /PRNewswire/ — Heritage Insurance Holdings, Inc. (NYSE: HRTG) announced that on June 13, 2014, it received a court order to transition approximately 35,000 policies of Sunshine State Property & Casualty Insurance Company (“SSIC”) which is in liquidation. The policies will be transitioned to Heritage’s wholly-owned subsidiary, Heritage Property & Casualty Insurance Company.

Under the terms of the agreement, Heritage will provide coverage for approximately 35,000 policies on June 27, 2014. The policies cover homes, condominiums, renters, and commercial residential policies. All policies issued by Heritage will use SSIC’s current rates and forms from June 27 ^th through renewal. Bruce Lucas, CEO, explained, “The goal is to protect the consumer and that has to be our first priority. Our transition plan keeps rates, forms, and coverages in place to minimize disruption to the consumers and agents, and at renewal consumers will get the lower of our rate or SSIC’s rate. We are also using the same policy processing vendor, Computer Sciences Corporation (CSC), to make this an effortless process for the agents.”

Heritage has received overwhelming support from the agents. Jeff Grady, President of the Florida Association of Insurance Agents (FAIA), commented that “the Heritage transition plan provides minimal disruption to Sunshine State policyholders, does not require new applications, and avoids premium increases. Further, Heritage paid both the unearned agent commissions and the policyholders’ $100 FIGA deductible normally associated with company insolvencies.” Lucas stated, “The response has been unbelievable. This is why we support the FAIA and Florida agents. It has been a great opportunity to connect with very appreciative agents and we have appointed scores of new agents across the state. So far only a few hundred policies have been cancelled by policyholders following the liquidation, which is a strong indication that the agents are rewarding our initiatives and putting their clients’ best interests first.”

Heritage provided unmatched financial strength in support of the transaction. Richard Widdicombe, President, said, “Heritage Insurance has approximately $125 million in surplus, we are debt free, and have no quota share reinsurance. Our capital ratios are among the best in Florida, we have approximately $250 million in premium, backed by $125 million in surplus, and we have an additional $85 million in shareholders’ equity in reserve. Agents and customers can rest easy knowing that they are protected by a well-capitalized company, traded on the New York Stock Exchange, with publicly reported financials.”

SSIC customers will also benefit from Heritage’s management team, which is one of the most experienced teams in Florida. Widdicombe explained, “Our management team has over 500 years of collective insurance experience. What’s even more impressive is that we have 20 management members and we average over 24 years of experience each. Our team has operated in every hurricane since Hurricane Andrew in 1992 and we are uniquely experienced at handling catastrophic events.”

About Heritage Property & Casualty Insurance Company

About the Florida Association of Insurance Agents

Created in 1904, The Florida Association of Insurance Agents is a nonprofit state trade association of insurance agencies. The association—the central source of information for almost 2,100 independent property and casualty agency members, employing close to 25,000 licensees—is dedicated to enhancing the independent agency system through education, legislation, communication, and member services.

Forward-Looking Statements

Investor Contact:

investors@heritagepci.com

Photo - http://photos.prnewswire.com/prnh/20140615/118328

SOURCE Heritage Insurance Holdings, Inc.