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: March 5, 2020

(Date of earliest event reported)

 

 

FEDNAT HOLDING COMPANY

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Florida   000-25001   65-0248866
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

14050 N.W. 14th Street, Suite 180

Sunrise, FL

    33323
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (800) 293-2532

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 (see General Instruction A.2 below):

 

Written communication 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
symbol(s)

 

Name of each exchange
on which registered

Common Stock   FNHC   Nasdaq Global Market

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 8.01

Other Events.

On March 5, 2020, FedNat Holding Company (the “Company”) closed its offer to exchange (the “Exchange Offer”) up to $100.0 million in aggregate principal amount of new 7.50% Senior Unsecured Notes due 2029 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of unregistered 7.50% Senior Unsecured Notes due 2029 (the “Old Notes”) issued by the Company in a private placement.

According to information provided by the exchange agent, The Bank of New York Mellon, $100.0 million aggregate principal amount, or 100%, of the Old Notes were tendered for exchange in the Exchange Offer.

The Exchange Offer expired at 5:00 p.m., New York, New York time, on March 4, 2020, and settled on March 5, 2020.

The New Notes have been registered under the Securities Act pursuant to a Registration Statement on Form S-4 filed with the Securities and Exchange Commission on January 16, 2020 and declared effective on January 31, 2020. The Exchange Offer was made pursuant to the terms and conditions set forth in the prospectus, dated as of January 31, 2020, which forms a part of the registration statement.

The New Notes are governed by the terms of an indenture (the “Indenture”), dated as of March 5, 2019, between the Company and The Bank of New York Mellon (the “Trustee”), as supplemented by a first supplemental indenture (the “First Supplemental Indenture”), dated as of March 5, 2020, between the Company and the Trustee. The First Supplemental Indenture incorporates into the Indenture (i) the proper minimum denomination amounts for the New Notes and (ii) the mandatory provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) that are provided for by law pursuant to Section 318 of the Trust Indenture Act.

The foregoing summary of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the First Supplemental Indenture, a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.1, and incorporated herein by reference. Attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01 is the press release issued by the Company on March 5, 2020, announcing the completion of the Exchange Offer.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.   

Description

4.1    First Supplemental Indenture by and between FedNat Holding Company and The Bank of New York Mellon, as trustee
4.2    Form of 7.50% Senior Unsecured Note due 2029 of FedNat Holding Company
99.1      FedNat Holding Company Press Release dated March 5, 2020


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.

 

    FEDNAT HOLDING COMPANY
Date: March 5, 2020     By:   /s/ Ronald A. Jordan
      Name: Ronald A. Jordan
      Title: Chief Financial Officer
      (Principal Financial Officer)

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

between

FEDNAT HOLDING COMPANY

and

THE BANK OF NEW YORK MELLON,

as Trustee

Dated as of March 5, 2020

to the

INDENTURE

Dated as of March 5, 2019


Reconciliation and tie between Trust Indenture Act of 1939

and the Indenture

 

Trust Indenture Act Section

  

Section

§310    (a)(1)    7.10
  

(a)(2)

(a)(5)

(b)

  

7.10

7.10

7.11

§311   

(a)

(b)

  

6.12

6.12

§312

§313

   (c)   

7.12

7.13

§314    (a)    3.2, 3.10
   (c)(1)    10.2
   (c)(2)    10.2
   (e)    10.3
§315   

(a)

(b)

(c)

(d)

(e)

  

7.1

7.5

7.1

7.1

6.11

§316    (a) (last sentence)    2.8
   (a)(1)(A)    6.2, 9.3
   (a)(1)(B)    6.4
   (b)    6.7
   (c)    6.10
§317    (a)(1)    6.8
  

(a)(2)

(b)

  

6.9

2.14

§318    (a)    1.3
   (c)    1.3

 

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.


FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 5, 2020, between FedNat Holding Company, a Florida corporation (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of March 5, 2019 (the “Original Indenture” and, together with this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to time of the Company’s Senior Unsecured Notes due 2029;

WHEREAS, pursuant to the Original Indenture, the Company initially issued $100,000,000 aggregate principal amount of its Senior Unsecured Notes due 2029 (the “Initial Notes”);

WHEREAS, the Company wishes to exchange up to $100,000,000 aggregate principal amount of the Initial Notes for a like principal amount of unrestricted Senior Unsecured Notes due 2029 issued under the Indenture (the “Exchange Notes”);

WHEREAS, pursuant to Section 9.1 of the Indenture the Company may, without the consent of the Holders, enter into a supplemental indenture to cure any ambiguity, omission, defect or inconsistency in the Indenture, or to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”);

WHEREAS, the Company wishes to correct the Indenture to provide for the proper minimum denomination amounts for the Exchange Notes;

WHEREAS, the Company wishes to incorporate into the Indenture the mandatory provisions of the Trust Indenture Act that were provided for by law pursuant to Section 318 of the Trust Indenture Act;

WHEREAS, pursuant to Sections 2.6, 9.1 and 9.5 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; and

WHEREAS, the Company has duly authorized the execution and delivery of this Supplemental Indenture to provide for the issuance of the Exchange Notes and to amend certain terms of the Indenture, and all acts and things necessary to make this Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as so defined.

2. Exchange Notes. The Exchange Notes issued pursuant to this Supplemental Indenture constitute exchange notes issued pursuant to Section 2.6 of the Indenture. The Exchange Notes shall have the same terms in all respects as the Initial Notes, except that the first interest payment date with respect to the Exchange Notes shall be March 15, 2020, the Exchange Notes shall accrue interest from most recent date on which interest on the Initial Notes was paid, the Exchange Notes shall have a different issue date, and the Exchange Notes shall be issued as Unrestricted Global Notes. Subject to the foregoing, the Exchange Notes shall be substantially in the form of Exhibit A to the Indenture.

3. Aggregate Principal Amount. The aggregate principal amount of the Exchange Notes that may be authenticated and delivered pursuant to this Supplemental Indenture shall be limited to $100,000,000.

4. Amendments to the Original Indenture. The Indenture is hereby amended as follows.

 

1


The following is hereby added as new Section 1.3 of the Indenture:

“SECTION 1.3. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.”

The last sentence of Section 2.1(a) of the Indenture is hereby replaced in its entirety with the following:

“The Notes shall be issuable only in minimum denominations of $1,000 principal amount and integral multiples of $1,000 thereafter.”

The following is hereby added as new paragraph (d) in Section 3.2 of the Indenture:

“(d) The Company will transmit by mail to the Holders of Notes, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Trust Indenture Act Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant to clause (a) of this section as may be required by rules and regulations prescribed from time to time by the Commission.”

Section 3.8(a) of the Indenture is hereby replaced in its entirety with the following:

“(a) If a Change of Control occurs, each Holder shall have the right to require the Company to repurchase all or any part (in integral multiples of $1,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the then principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Payment Date).”

The following is hereby added as new Section 6.12 of the Indenture:

“SECTION 6.12. Preferential Collection of Claims Against Company. The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.”

The following is hereby added as new Section 7.10 of the Indenture:

“SECTION 7.10. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or the requirements of Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by or under common control with the Company serve as Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.”

The following is hereby added as new Section 7.11 of the Indenture:

“SECTION 7.11. Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest, apply to the U.S. Securities and Exchange Commission (the “Commission”) for permission to continue as trustee, or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Notes or the securities of any other indenture of the Company by virtue of being a trustee under this Indenture with respect to the Notes.”

 

2


The following is hereby added as new Section 7.12 of the Indenture:

“SECTION 7.12. Disclosure of Names and Addresses of Holders. Every Holder of Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any authenticating agent nor any Paying Agent nor any Registrar nor any agent of any of them shall be held accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Notes in accordance with Trust Indenture Act Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing or sending any material pursuant to a request made under Trust Indenture Act Section 312(b).”

The following is hereby added as new Section 7.13 of the Indenture:

“SECTION 7.13. Reports by Trustee. Within 60 days after May 15 of each year commencing with the first May 15 after the additional issuance of Notes pursuant to the Supplemental Indenture, the Trustee shall transmit by mail or send to all Holders of Notes as provided in Trust Indenture Act Section 313(c) a brief report dated as of such May 15 which meets the requirements of Trust Indenture Act Section 313(a).

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which the Notes are listed, with the Commission and with the Company. The Company will promptly notify the Trustee of the listing of the Notes on any stock exchange. In the event that, on any such reporting date, no events have occurred under the applicable sections of the Trust Indenture Act within the 12 months preceding such reporting date, the Trustee shall be under no duty or obligation to provide such reports.”

5. Governing Law; Jurisdiction. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION). THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

6. Headings, Etc. The headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

7. Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart by facsimile, “portable document format” (pdf) or any other electronic means shall be effective as delivery of a manually executed counterpart thereof.

8. Severability. In the event any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

9. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE EXCHANGE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

10. Concerning the Trustee. The Trustee makes no representation as to and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company. All of the provisions contained in the Indenture in respect of the rights, powers, privileges, and immunities of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein. The Trustee shall not be accountable for the use or application by the Company of the Exchange Notes or the proceeds thereof.

[Remainder of page intentionally left blank]

 

3


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

 

FEDNAT HOLDING COMPANY
By:   /s/ Ronald A. Jordan
  Name: Ronald A. Jordan
  Title: Chief Financial Officer

 

THE BANK OF NEW YORK MELLON, as Trustee
By:   /s/ Francine Kincaid
  Name: Francine Kincaid
  Title: Vice President

 

4

Exhibit 4.2

FORM OF GLOBAL NOTE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

 

No. [ ]
Principal Amount $[                     ]
as revised by the Schedule of Increases
or Decreases in the Global Note attached hereto
CUSIP: 31431B AC3
ISIN: US31431BAC37

FEDNAT HOLDING COMPANY

Senior Unsecured Notes due 2029

FedNat Holding Company, a corporation organized under the laws of Florida, for value received, hereby promises to pay to CEDE & CO., or registered assigns in accordance with the terms and conditions hereof, the initial principal amount set forth on the Schedule of Increases or Decreases in the Global Note attached hereto, as revised by the Schedule of Increases or Decreases in the Global Note attached hereto, on March 15, 2029, together with interest on the then outstanding principal amount of the Notes on each Payment Date at the rate per annum and terms specified herein.

Payment Dates: March 15 and September 15 of each year, commencing on March 15, 2020 and ending on March 15, 2029, or if any such day is not a Business Day, the next succeeding day that is a Business Day.

Record Dates: 15 calendar days immediately preceding such Payment Date.

Additional provisions of this Note are set forth on the reverse side of this Note. Capitalized terms used and not otherwise defined herein are defined in the Indenture dated as of March 5, 2019 (as hereafter amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”), between the Company and The Bank of New York Mellon, as Trustee (in such capacity, the “Trustee”).

 

1


Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to above and on the reverse side hereof, or be valid or obligatory for any purpose.

 

FEDNAT HOLDING COMPANY
By:    
  Name:
  Title:

 

2


TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated as the Senior Unsecured Notes due 2029 referred to in the Indenture.

 

THE BANK OF NEW YORK MELLON,
as Trustee,
By:    
  Authorized Signatory

Date:                             

 

3


FORM OF REVERSE OF GLOBAL NOTE

Senior Unsecured Notes due 2029

 

1.

Principal and Interest

FedNat Holding Company, a corporation organized under the laws of Florida (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), for value received, promises to pay (a) the outstanding principal amount of the Notes on March 15, 2029 and (b) interest on the then outstanding principal amount of the Notes on each Payment Date at the fixed rate per annum specified below.

The Company shall pay interest in arrears on the then-outstanding principal amount of Notes at a fixed rate per annum equal to the Interest Rate on March 15 and September 15 of each year, commencing on March 15, 2020 and ending on March 15, 2029 (each, a “Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from March 5, 2019 (each, an “Interest Accrual Period”). The Company shall pay interest on overdue principal or premium, if any (plus interest on such interest to the extent lawful), at the rate borne by the Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

Interest Rate” means a per annum rate equal to (a) 7.5% for each Interest Accrual Period for which a Step-up Event is not in effect at all times during such Interest Accrual Period; or (b) for each Interest Accrual Period for which a Step-up Event is in effect at any point during such Interest Accrual Period, 7.5% plus an additional 50 basis points for each notch downgrade of the Company below “BBB-” (or its equivalent rating) by the Applicable Rating Agency.

Step-up Event” shall occur and be in effect for any Interest Accrual Period or part thereof for which the Notes are rated “BB+” or lower by the Applicable Rating Agency. The Company shall notify the Trustee in writing of any Step-up Event within three Business Days following such Step-up Event. The Trustee shall not be charged with knowledge of a Step-up Event unless and until it has received written notice of such Step-up from either (i) the Company or (ii) Holders representing a majority of the outstanding principal amount of the Notes.

Applicable Rating Agency” means one of the following Rating Agencies at any given time: (i) in the case that there is only one Rating Agency rating the Notes, such Rating Agency, (ii) in the case that there are two Rating Agencies rating the Notes, such Rating Agency providing the lower rating, or (iii) in the case that there are three or more Rating Agencies rating the Notes, such Rating Agency providing the second lowest rating. The initial Rating Agency shall be Egan Jones.

 

2.

Method of Payment

By no later than 10:00 a.m. (New York time) on the Business Day prior to which any principal of, premium, if any, or interest on any Note is due and payable, the Company shall irrevocably deposit with the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest (other than Definitive Notes). Interest (except Defaulted Interest) shall be due and payable to the Persons who are registered Holders of Notes at the close of business on one Business Day immediately preceding the Record Date for such Payment Date unless Notes are cancelled, repurchased, or redeemed after the Record Date and before the Payment Date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal, premium, if any, and interest in money of the United States

 

4


that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by the Company by the transfer of immediately available funds to the accounts specified by the Depositary. The Company shall make all payments in respect of a Definitive Note (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof.

 

3.

Paying Agent and Registrar

Initially, The Bank of New York Mellon shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice to the Holders. The Company may act as Paying Agent, Registrar or co-registrar.

 

4.

Indenture

The Company issued the Notes under the Indenture. The terms of the Notes include those stated in the Indenture, and all capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Securities Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

The Notes are senior unsecured obligations of the Company. This Note is one of the Senior Unsecured Notes due 2029 referred to in the Indenture (herein called “Notes”). The Indenture, among other things, imposes certain covenants including as specified in Article III. The Indenture also imposes requirements with respect to the provision of financial information. The Indenture also contains certain exceptions to the foregoing, and this description is qualified in its entirety by reference to the Indenture.

 

5.

Repurchase upon Change of Control.

The Notes may be the subject of a Change of Control Offer, as further described in the Indenture. The Company shall not be required to make sinking fund payments with respect to the Notes.

 

6.

Denominations; Transfer; Exchange

The Notes are in registered form without coupons in initial denominations of $1,000 principal amount and integral multiples of $1,000 thereafter. A Holder may transfer or exchange Notes in accordance with the Indenture. The Trustee and the Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes for a period beginning three Business Days before a Payment Date and ending on such Payment Date.

 

7.

Optional Redemption

(a) At any time prior to March 15, 2024, the Company may, at its option, redeem all or, from time to time, any part of the Notes, at a redemption price equal to 100.00% of the principal amount of the Notes redeemed, plus the Applicable Premium, plus accrued and unpaid interest and principal on such Notes, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive principal and interest due on the relevant Payment Date that is on or prior to the applicable redemption date).

 

5


(b) On or after March 15, 2024, the Company may, at its option, redeem all or, from time to time, any part of the Notes, at the following redemption prices (expressed as a percentage of outstanding principal amount of the Notes to be redeemed) plus accrued and unpaid interest and principal on such Notes, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below (subject to the rights of Holders of record on the relevant Record Date to receive principal and interest due on the relevant Payment Date that is on or prior to the applicable redemption date):

 

Year

   Redemption Price  

2024

     103.750

2025

     101.875

2026 and thereafter

     100.00

(c) Any redemption pursuant to this Paragraph 7 shall be made pursuant to the provisions of Article V of the Indenture.

Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of (1) 1.0% of the then outstanding principal amount of such Note and (2) the excess (if any) of:

(A) the present value at such redemption date of (i) the redemption price of such Note at March 15, 2024 (such redemption price being set forth in the table in Section 7(b) hereof) (excluding any accrued but unpaid interest), plus (ii) all required interest payments due on such Note through March 15, 2024 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate on such redemption date plus 50 basis points; over

(B) the then outstanding principal amount of such Note.

The Company will calculate the Applicable Premium and the Trustee will not be responsible for such calculation.

Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption

date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 15, 2024; provided that if the period from the redemption date to such date is not equal to the constant maturity of a United States Treasury security for which a yield is given, the Treasury yield will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of the nearest United States Treasury securities for which such yields are given, except that if the period from the redemption date to such date is less than one year, the weekly average yield on actually traded United States securities adjusted to a constant maturity of one year will be used.

 

8.

Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

 

9.

Unclaimed Money

If money for the payment of the principal of or premium, if any, or interest remains unclaimed for two years, the Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

 

6


10.

Discharge and Defeasance

Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations sufficient for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.

 

11.

Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes) and (ii) any default (other than (x) with respect to nonpayment or (y) in respect of a provision that cannot be amended without the written consent of each Holder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, or to comply with Article IV of the Indenture in respect of the assumption by a Successor Company of an obligation of the Company under the Indenture and the Notes, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add Guarantees with respect to the Notes, or to add to the covenants of the Company for the benefit of the Holders, add Events of Default or to surrender any right or power conferred by the Indenture upon the Company, or to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, if applicable, or to provide for the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the Indenture.

 

12.

Defaults and Remedies

Under the Indenture, and subject to the terms and provisions of the Indenture, Events of Default include, without limitation: (i) default in payment of interest when due on the Notes continuing for 10 consecutive Business Days; (ii) default in payment of the principal of or premium, if any, on the Notes at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise; (iii) failure by the Company to comply with its obligations under certain provisions of Article III of the Indenture, (iv) failure by the Company to comply with certain other provisions or agreements in the Indenture and the Notes, in certain cases subject to notice and lapse of time; (v) default in other payment obligations of the Company or any of its Subsidiaries; (vi) certain events of bankruptcy or insolvency with respect to the Company or any Subsidiary; (vii) certain final judgments or decrees for the payment of money in excess of $1,000,000; and (viii) breach by the Company in any material respect of any representation or covenant made to the Holders in the Note Purchase Agreement, each subject to any applicable grace periods as set forth in the Indenture or Note Purchase Agreement, as applicable.

If an Event of Default occurs and is continuing, the Trustee or Holders of at least majority in aggregate principal amount of the outstanding Notes then outstanding may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency with respect to the Company are Events of Default, which shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default.

 

7


Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless the Trustee receives indemnity and/or security satisfactory to the Trustee. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.

 

13.

Trustee Dealings with the Company

Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes, subject to the terms and conditions of the Indenture. Additionally, the Trustee may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

 

14.

No Recourse Against Others

An incorporator, director, officer, employee, stockholder or controlling Person of the Company or any Subsidiary shall not have any liability for any obligations of the Company or any Subsidiary under the Notes or the Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release shall be part of the consideration for the issuance of the Notes.

 

15.

Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

 

16.

Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

 

17.

CUSIP and ISIN Numbers

The Company may cause one or more CUSIP and/or ISIN numbers to be printed on the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed only on the other identification numbers placed thereon.

 

18.

Successor Entity

When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and thereafter no Default or Event of Default exists and all other conditions of the Indenture are satisfied, the predecessor entity will be released from those obligations.

 

19.

Governing Law; Request for Indenture

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

 

8


The Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:

FedNat Holding Company

14050 N.W. 14th Street

Suite 180

Sunrise, FL 33323

Attention: Chief Financial Officer

 

9


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The initial principal amount of the Note shall be $[                ]. The following increases or decreases in this Global Note have been made:

 

Date of

Exchange

  

Amount of Decrease
in

Principal Amount of
this

Global Note

  

Amount of Increase in

Principal Amount of
this

Global Note

  

Principal Amount of
this Global Note
Following

such Decrease or

Increase

  

Signature of
authorized

signatory of
Registrar or

Depositary

 

10


ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

 

 

(Print or type assignee’s name, address and zip code)

 

 

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                  as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

 

Date:                                                             Your Signature:   

 

Signature Guarantee:                                                  

(Signature must be guaranteed)

 

 

Sign exactly as your name appears on the other side of this Note.

 

11

Exhibit 99.1

 

LOGO

FEDNAT ANNOUNCES CLOSING OF REGISTERED EXCHANGE OFFER FOR NOTES ISSUED IN CONNECTION WITH PRIOR PRIVATE PLACEMENT

Sunrise, Florida, March 5, 2020 – FedNat Holding Company (NASDAQ: FNHC) (“FedNat” or the “Company”), an insurance holding company, today announced the closing of its previously announced offer to exchange up to $100.0 million in aggregate principal amount of new 7.50% Senior Unsecured Notes due 2029 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of unregistered 7.50% Senior Unsecured Notes due 2029 (the “Old Notes”).

The exchange offer expired at 5:00 p.m., New York, New York time, on March 4, 2020, and settled on March 5, 2020, with all $100.0 million in aggregate principal amount of the Old Notes having been validly tendered in exchange for an equal amount of New Notes. All Old Notes tendered for exchange have been cancelled, leaving an aggregate of $100.0 million of New Notes outstanding.

This press release shall not constitute an offer to exchange nor a solicitation of an offer to exchange the Old Notes. A registration statement on Form S-4 related to the exchange offer was declared effective by the Securities and Exchange Commission on January 31, 2020. The exchange offer was made only by the prospectus dated January 31, 2020 and the related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

About FedNat

FedNat is a regional insurance holding company that controls substantially all aspects of the insurance underwriting, distribution and claims processes through our subsidiaries and contractual relationships with independent agents and general agents. The Company, through its wholly owned subsidiaries, is authorized to underwrite and/or place homeowners multi-peril, federal flood and other lines of insurance in Florida and other states. FedNat markets, distributes and services its own and third-party insurers’ products and other services through a network of independent and general agents. More information is available at www.fednat.com/investor-relations/.

Forward-Looking Statements / Safe Harbor Statements

Certain statements made by the Company or on its behalf may contain “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. Statements that are not historical fact are forward-looking statements that are subject to certain risks and uncertainties that could cause actual events and results to differ materially from those discussed herein. Without limiting the generality of the foregoing, words such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” or “will” or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements.

These and other forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Results may be materially affected by factors such as the risks described in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not undertake any obligation to update publicly or revise any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.


LOGO

Contacts

Michael H. Braun, CEO (954) 308-1322

Ronald Jordan, CFO (954) 308-1363

Bernard Kilkelly, Investor Relations (954) 308-1409,

or investorrelations@fednat.com.