0001539894FALSE00015398942022-02-252022-02-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 25, 2022
Atlas Financial Holdings, Inc.
(Exact name of registrant as specified in its charter)

Cayman Islands000-5462727-5466079
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
     

953 American Lane, 3rd Floor
Schaumburg, IL
(Address of principal executive offices)
60173
(Zip Code)

Registrant's telephone number, including area code: (847) 472-6700

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 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))

Securities registered pursuant to Section 12(b) of the Act: None

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. o  









Item 1.01 Entry into a Material Definitive Agreement

As previously reported, on August 31, 2021, Atlas Financial Holdings, Inc. (the “Company”) entered into a Restructuring Support Agreement (the “RSA”) with approximately 48% of the Company’s 6.625% senior unsecured notes due 2022 (the “Notes”) issued pursuant to that certain Indenture dated as of April 26, 2017, as amended and supplemented by the First Supplemental Indenture of even date therewith between the Company and Wilmington Trust, National Association, as trustee, and subsequently holders of approximately an additional 9.0% of the Notes acceded to the RSA for a total of approximately 57% (collectively, the “Supporting Noteholders”). The RSA memorializes the agreed-upon terms for a financial restructuring through an exchange of the Notes on the terms and conditions set forth in the Exchange Term Sheet attached as an exhibit to the RSA (the “Restructuring”).

Effective as of February 28, 2022, the Company entered into an amendment of the RSA (the “Amendment”) with the Supporting Noteholders to extend the forbearance period of the Notes and the date by which the Restructuring must be completed to April 15, 2022. 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 an exhibit to this Current Report.

Item 1.03 Bankruptcy or Receivership

On February 25, 2022, the Grand Court of the Cayman Islands (the “Cayman Court”) issued an order (the “Sanction Order”) sanctioning and approving the scheme of arrangement of the Company pursuant to section 86 of Part IV of the Companies Act (2021 Revision) of the Cayman Islands (the “Scheme”). The Scheme had been proposed by the Company and related to the Restructuring. Prior to the Cayman Court’s sanctioning of the Scheme, holders of 91.83% of the Notes in number and 99.34% par amount of those voting voted in favor of the Scheme in a scheme meeting held on February 21, 2022.

Pursuant to the Scheme, the Notes will be canceled and exchanged for new securities (the “New Notes”) on or around April 26, 2022. The accrued but unpaid interest on the Notes as of the date the New Notes are issued will effectively be added onto the principal of the New Notes. The New Notes will be issued by the Company pursuant to a second supplemental indenture and will have a maturity date of April 27, 2027. The New Notes will be unsecured, have a par value of $25.00 per note and have an interest rate of 6.625% per annum, if paid in cash, and 7.25% per annum, if paid in kind, with a paid-in-kind option allowing the Company’s to pay interest in kind for up to two years from the date the New Notes are issued. Additionally, the Company will have the option to redeem the New Notes after three years at the principal amount to be redeemed, plus any accrued but unpaid interest, with no penalty. The Company intends to utilize the extended maturity of the New Notes to execute on its technology and analytics driven managing general agency strategy, with the objective of creating value for all stakeholders. The New Notes are expected to be issued in reliance on the exemption to registration provided by Section 1145 of the Bankruptcy Code; however, the Company intends to use its best efforts to seek registration of the New Notes following the Restructuring.

The Scheme is subject to certain conditions precedent (unless such conditions are waived), including that a U.S. Bankruptcy Court enters an order (or orders) recognizing the Cayman proceeding commenced before the Cayman Court and enforcing the Scheme within the territorial jurisdiction of the United States (the “Recognition and Enforcement Order”). In the coming days, the Company intends to commence the recognition proceeding under chapter 15 of the United States Bankruptcy Code by filing a petition (the “Recognition Petition”) to obtain the Recognition and Enforcement Order. The filing of the Recognition Petition will be made in accordance with the RSA. The filing of the Recognition Petition will not impact the Company’s day-to-day operations.

The Sanction Order and the Scheme are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report. The descriptions of the Sanction Order and the Scheme do not purport to be complete and are qualified in their entirety by reference to the Sanction Order and the Scheme filed herewith as exhibits to this Current Report.

The Company is authorized to issue 800,000,001 ordinary voting common shares and, as of February 28, 2022, had 15,052,839 ordinary voting common shares issued and 14,797,334 ordinary voting common shares outstanding. The Scheme does not affect the authorized, issued or outstanding ordinary voting common shares of the Company.

Information regarding the assets and liabilities of the Company as of the most recent practicable date is hereby incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the United States Securities and Exchange Commission on November 8, 2021.




DLA Piper LLP (US) is acting as restructuring legal counsel to the Company, together with Conyers Dill & Pearman LLP retained as Cayman Islands local counsel, in connection with the Restructuring.

Item 7.01. Regulation FD Disclosure.

On March 1, 2022, the Company issued a press release announcing the Sanction Order. 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 of 1933, as amended.

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, 2020 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, including, without limitation, statements regarding the success of the Restructuring. 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.

2.1
2.2
10.1
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain portions of this exhibit (indicated by "[*****]") have been omitted pursuant to Item 601(b)(10) of Regulations S-K



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.
     
  ATLAS FINANCIAL HOLDINGS, INC.
(Registrant)
By:/s/ Paul A. Romano
 Name:Paul A. Romano
Title:Vice President and Chief Financial Officer
  March 1, 2022
This Order was filed by Conyers Dill & Pearman LLP, Attorneys-at-Law for the Company herein whose address for service is 2nd Floor, Six, Cricket Square, Hutchins Drive, PO Box 2681, George Town, Grand Cayman, KY1-1111. IN THE GRAND COURT OF THE CAYMAN ISLANDS FINANCIAL SERVICES DIVISION CAUSE NO. FSD 3 OF 2022 (IKJ) IN THE MATTER OF SECTION 86 OF THE COMPANIES ACT (2021 REVISION) AND IN THE MATTER OF ATLAS FINANCIAL HOLDINGS, INC ___________________ SANCTION ORDER ____________________ UPON HEARING the Petition presented by ATLAS FINANCIAL HOLDINGS, INC (the “Company”) on 4 January 2022 seeking sanction of a scheme of arrangement AND UPON HAVING READ the Petition dated 4 January 2022 and the evidence filed in support AND UPON hearing Counsel for the Petitioner THIS COURT HEREBY SANCTIONS the Scheme of Arrangement, a copy of which is annexed hereto, pursuant to section 86(2) of the Companies Act (2022 Revision) so as to be binding on the Petitioner and the Scheme Creditors (as defined therein) AND IT IS HEREBY ORDERED AND DIRECTED AS FOLLOWS: 1. The Petitioner do deliver a sealed copy of this Order to the Registrar of Companies. Dated this 25th day of February 2022 Filed this 25th day of February 2022 ___________________________ THE HON. JUSTICE KAWALEY JUDGE OF THE GRAND COURT

 
IN THE GRAND COURT OF THE CAYMAN ISLANDS FINANCIAL SERVICES DIVISION CAUSE NO: FSD 3 of 2022 (IKJ) IN THE MATTER OF THE COMPANIES ACT (2021 REVISION) AND IN THE MATTER OF ATLAS FINANCIAL HOLDINGS, INC. SCHEME OF ARRANGEMENT (under section 86 of the Companies Act (2021 Revision)) BETWEEN ATLAS FINANCIAL HOLDINGS INC. AND THE SCHEME CREDITORS (as defined below)

 
CONTENTS 1 DEFINITIONS 3 2 INTERPRETATION 7 3 THE SCHEME EFFECTIVE DATE 8 4 RESTRUCTURING EFFECTIVE DATE 8 5 LONGSTOP DATE 9 6 RELEASES AND EXCULPATION 9 7 FUTURE LIQUIDATION 9 8 APPLICATION TO THE CAYMAN COURT FOR DIRECTIONS 10 9 FOREIGN REPRESENTATIVE 10 10 MODIFICATION 10 11 NOTICES 10 12 THIRD PARTIES 10 13 MISCELLANEOUS 10 14 GOVERNING LAW AND JURISDICTION 11

 
1 DEFINITIONS In this Scheme, the following terms shall, unless the context otherwise requires, have the following meanings: Advisers means collectively: (i) DLA Piper (US) LLP; and (ii) Conyers Dill & Pearman LLP Affiliates means in relation to any Person, its current and former direct and indirect subsidiaries, subsidiary undertakings, parent companies, holding companies, partners, equity holders, members and managing members and any of their respective Affiliates or any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person Business Day means any day on which banks are open for general business in the Cayman Islands and New York Cayman Court means the Grand Court of the Cayman Islands Chapter 15 Order means the order of the U.S. Bankruptcy Court granting the recognition and enforcement of this Scheme and certain related relief Chapter 15 Proceedings means the proceedings commenced by the Issuer by filing the petitions under Chapter 15 of the U.S. Bankruptcy Code seeking recognition and enforcement of this Scheme as a "foreign main proceeding" or a "foreign non main proceeding" as the case may be and certain related relief Claim means all and any actions, causes of action, claims, counterclaims, suits, debts, sums of money, accounts, contracts, agreements, promises, contribution, indemnification, damages, judgments, executions, demands or rights whatsoever or howsoever arising, whether present, future, prospective or contingent, known or unknown, whether or not for a fixed or unliquidated amount, whether or not involving the payment of money or the performance of an act or obligation or any failure to perform any obligation or any omission, whether arising at common law, in equity or by statute in or under the laws of the Cayman Islands or New York or under any other law or in any other

 
jurisdiction howsoever arising and "Claims" shall be construed accordingly Clearing Systems means the Depositary Trust Company and the direct and indirect participants thereof Companies Act means the Companies Act (2021 Revision) of the Cayman Islands Consenting Noteholder(s) means each Scheme Creditor that is or becomes a party to the Restructuring Support Agreement Consenting Notes means all Notes held by a Consenting Noteholder from time to time Contracts (Rights of Third Parties) Act means the Contracts (Rights of Third Parties) Act 2014 as applicable in the Cayman Islands Explanatory Statement means the explanatory statement in relation to this Scheme pursuant to Order 102, Rule 20(4) of the Cayman Islands Grand Court Rules 1995 (Revised Edition) Governmental Authority means any nation or government (including the Cayman Islands and the United States), any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any multilateral or supranational entity Indenture means the indenture governed by the laws of the State of New York dated 26 April 2017, as amended or supplemented from time to time, among the Issuer and the Indenture Trustee in its capacity as indenture trustee Indenture Trustee means Wilmington Trust of 1100 North Market Street, Wilmington, DE 19890 acting solely in its capacity as indenture trustee Information Agent means Donlin, Recano & Company, Inc. Information Agent Website means the website set up for Scheme Creditors by the Information Agent at: https://www.donlinrecano.com/Clients/afh/Index Issuer means Atlas Financial Holdings, Inc. a Cayman Islands exempted company limited by shares

 
Liability means any debt, liability or obligation whatsoever whether it is present, future, prospective or contingent, known or unknown whether or not its amount is fixed or undetermined, whether or not it involves the payment of money or the performance of an act or obligation and whether it arises at common law, in equity or by statute, in or under the laws of the Cayman Islands or New York or in any other jurisdiction, or in any other manner whatsoever and "Liabilities" shall be construed accordingly Longstop Date means March 1, 2022, as may be extended in writing by the Issuer and the Requisite Consenting Noteholders in accordance with the Restructuring Support Agreement New Notes means US$25,000,000 in aggregate nominal principal amount of senior unsecured notes issued pursuant to the Second Supplemental Indenture with a coupon of 6.625% per annum if paid in cash and 7.25% if paid in kind (at the Company’s option, which option the Company shall have for any interest payments due for the period up to two years after the date of issuance of the New Notes) and with a maturity date of April 27, 2027 Notes means US$25,000,000 in aggregate nominal principal amount of senior unsecured notes with a coupon of 6.625% with a final legal maturity date of 26 April 2022 issued pursuant to the terms of the Indenture Noteholders means with respect to any Note, the Person that is the registered holder of a beneficial interest in the principal of such Note Person means any individual, corporation, company, limited liability company, partnership, joint venture trust, estate, unincorporated association, Governmental Authority or other entity of whatever nature Personnel means, in relation to any legal entity, its current and former officers, partners, directors, employees, staff, agents, counsel and other representatives Protected Parties means: (i) the Issuer; (ii) the Indenture Trustee; (iii) the Security Agent; and (iv) the Advisers (including their

 
Personnel and Affiliates) and each of their predecessors, successors and assigns Registrar of Companies means the Registrar of Companies in the Cayman Islands (including any deputy registrar and/or assistant registrar or similar) appointed under the Companies Act Releasing Parties means each Scheme Creditor on behalf of itself and each of its predecessors, successors and assigns, the Indenture Trustee and the Issuer Requisite Consenting Noteholder as of the date of determination, Consenting Noteholders holding at least thirty percent (30%) of the aggregate principal amount of the Consenting Notes Restructuring means (i) any and all steps taken by the Indenture Trustee since 26 April 2017 in connection with the Notes; (ii) the negotiation, execution, performance or implementation of the Restructuring Support Agreement; (iii) the negotiation, execution, performance or implementation of this Scheme; and (iv) the issuance of the New Notes Restructuring Documents means the Second Supplemental Indenture, this Scheme (including any ancillary documents to the Scheme) and the Explanatory Statement Restructuring Effective Date means (i) the Business Day on which the Issuer gives notice to the Scheme Creditors through the Information Agent Website that the Scheme Conditions have been satisfied; and (ii) the time at which the Sanction Order is filed with the Registrar of Companies Restructuring Support Agreement means the restructuring support agreement dated 31 August 2021 by and among the Issuer and each Consenting Noteholder Sanction Hearing means the hearing of the Cayman Court, including any adjournment thereof, for the purpose of sanctioning this Scheme Sanction Order means the order of the Cayman Court sanctioning this Scheme pursuant to section 86(2) of the Companies Act Scheme means this scheme of arrangement between the Company and the Scheme Creditors proposed to be made under section 86 of the Companies Act in its

 
present form or with, or subject to, any modification, addition or condition which the Cayman Court may think fit to approve or impose, as appropriate Scheme Conditions means those conditions set out in clause 4.1 of this Scheme Scheme Creditor means a Noteholder as reflected on the records of the Clearing Systems on the Voting Record Date and “Scheme Creditors” has a corresponding meaning Scheme Effective Date means the date on which the Sanction Order for the Scheme has been filed with the Registrar of Companies Security Agent means Sheridan Road Partners, LLC of 157 Columbus Avenue, 5th Floor, New York, New York 10023 and its successors and assigns from time to time Second Supplemental Indenture means the second supplemental Indenture between the Issuer and the Indenture Trustee in its capacity as indenture trustee as set out in Annex A to this Scheme, as may be further amended or supplemented from time to time U.S. Bankruptcy Code means Title 11 of the United States Code, as in effect on the Restructuring Effective Date U.S. Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York Voting Record Date means 4pm (EST) on 15 February 2022 2 INTERPRETATION In this Scheme, unless the context otherwise requires or otherwise expressly provides for: a company is a "subsidiary" of another company, its "holding company", if that other company (i) holds a majority of the voting rights in it; (ii) is a member of it and has the right to appoint or remove a majority of its board of directors; or (iii) is a member of it and controls alone, or pursuant to an agreement with other members, a majority of the voting rights in it, or it is a subsidiary of a company that is itself a subsidiary of that other company; references to "clauses" and "annexes" are references to the clauses and annexes of this Scheme; references to a statute or statutory provision include the same as subsequently modified,

 
amended or re-enacted from time to time; the singular includes the plural and vice versa and words importing one gender shall include all genders; headings are for ease of reference only and shall not affect the interpretation of this Scheme; to the extent that there shall be any conflict of inconsistency between the terms of this Scheme and the Explanatory Statement then the terms of this Scheme will prevail; references to an agreement, deed or document shall be deemed also to refer to such agreement, deed or document as amended, supplemented, restated, verified, replaced, and/or novated (in whole or in part) from time to time and to any agreement, deed or document executed pursuant thereto; references to US$ are references to the lawful currency of the United States; unless otherwise specified, references to times and dates are to times and dates in the Cayman Islands; and "including", "includes" and "included" shall be construed without limitation. 3 THE SCHEME EFFECTIVE DATE On the Scheme Effective Date: the Scheme shall become effective in accordance with its terms and be binding on all Scheme Creditors and the Issuer; and the Indenture Trustee is instructed and directed by the Scheme Creditors to execute the Second Supplemental Indenture and deliver the Second Supplemental Indenture into escrow. 4 RESTRUCTURING EFFECTIVE DATE The Restructuring Effective Date will occur on the Business Day on which the Issuer gives notice to the Scheme Creditors through the Information Agent Website that the following conditions have been satisfied: the Sanction Order has been granted and the Scheme Effective Date has occurred; the Second Supplemental Indenture has been executed and is held in escrow; and the Chapter 15 Order has been entered by the U.S. Bankruptcy Court, (each a "Scheme Condition"). On the Restructuring Effective Date the:

 
Second Supplemental Indenture, as set out in Annex A to this Scheme, will become effective; and Issuer shall issue the New Notes in exchange for the cancellation of the Notes. With effect from the Restructuring Effective Date each Scheme Creditor irrevocably covenants with the Issuer and the Indenture Trustee for the benefit of each of the Protected Parties, to the extent permitted by law, that it will not act other than in accordance with the Second Supplemental Indenture and this Scheme. 5 LONGSTOP DATE If the Restructuring Effective Date has not occurred by the Longstop Date, the Issuer may, with the prior written consent of the Requisite Consenting Noteholders, extend the Longstop Date. If the Restructuring Effective Date has not occurred by the Longstop Date, as may be extended pursuant to clause 5.1, any Restructuring Documents held in escrow shall be promptly destroyed by or on behalf of the Issuer and shall have no further force or effect. 6 RELEASES AND EXCULPATION With effect from the Restructuring Effective Date the Releasing Parties to the fullest extent permitted by law, shall and shall be deemed to completely and forever release, waive, void, acquit, forgive, extinguish and discharge unconditionally each of the Protected Parties from any and all Claims and/or Liabilities arising or resulting from the Protected Parties' involvement in this Scheme and/or the Restructuring, except for Claims and/or Liabilities arising out of: any fraud, gross negligence or wilful default; and any material breach by a Protected Party of its express obligations or representations in the Restructuring Support Agreement, this Scheme, the Restructuring Documents or arising from the Chapter 15 Order. With effect from the Restructuring Effective Date the Releasing Parties to the fullest extent permitted by law, shall and shall be deemed to completely and forever release and waive any Claim and/or Liability they may have under the Notes. The parties to this Scheme may not rescind or vary any term of this clause 6 with respect to a Protected Party without the prior written consent of such Protected Party. None of the Releasing Parties shall commence or continue, or instruct, direct or authorize any other person to commence or continue, any proceeding in respect of Claims or Liabilities that have been released in accordance with clause 6. 7 FUTURE LIQUIDATION This Scheme shall be unaffected by any present or future liquidation of the Issuer (including, for the avoidance of doubt, any provisional liquidation of the Issuer) and shall in those circumstances remain in force according to its terms.

 
8 APPLICATION TO THE CAYMAN COURT FOR DIRECTIONS Without prejudice to any rights that the Issuer and the Noteholders might otherwise have in connection with this Scheme or any aspect of it, the Issuer and the Noteholders shall be entitled to make an application to the Cayman Court for directions at any time in connection with any matter arising under or in relation to this Scheme. 9 FOREIGN REPRESENTATIVE The Issuer shall be appointed and authorised to act as the representative of the Issuer on and in connection with the Chapter 15 Proceedings. 10 MODIFICATION The Issuer may, at or in connection with the Sanction Hearing with the consent of the Requisite Consenting Noteholders, implement on behalf of all Scheme Creditors any modification of, or addition to, this Scheme and/or the Restructuring Documents or any terms or conditions that the Cayman Court may think fit to approve or impose. However, if such modifications, additions, terms or conditions could reasonably be expected directly or indirectly to have a material adverse effect on the rights or interests of any Scheme Creditor under this Scheme, then the Issuer shall not give such consent without the prior written consent of such affected Scheme Creditor. 11 NOTICES Any notice or other written communication to be given under or in relation to this Scheme shall be given in writing and shall be deemed to have been duly given if it is given in accordance with the terms of the Indenture. The accidental omission to send any notice, written communication or other document in accordance with this clause 11, or the non-receipt of any such notice by any Scheme Creditor, shall not affect the provisions of this Scheme. The Issuer or the Indenture Trustee shall not be responsible for any loss or delay in the transmission of any notice or other documents or payments posted by or to any Scheme Creditors which shall be posted at the risk of such Scheme Creditors. 12 THIRD PARTIES Subject to clause 12.2, no person who is not a party to this Scheme has any right under the Contracts (Rights of Third Parties) Act 2014 to enforce any of its terms. The Protected Parties may enforce this Scheme in accordance with the Contracts (Rights of Third Parties) Act 2014. 13 MISCELLANEOUS If at any time any provision of this Scheme is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, neither the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Scheme shall be affected or

 
impaired. 14 GOVERNING LAW AND JURISDICTION This Scheme and any non-contractual obligations arising out of or in connection with this Scheme shall be governed by, and this Scheme shall be construed in accordance with, the laws of Cayman Islands. The Cayman Court shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of the Explanatory Statement or any provision of this Scheme or its implementation or out of any action taken or omitted to be taken under this Scheme or in connection with the administration of this Scheme. The U.S. Bankruptcy Court shall retain jurisdiction with respect to the enforcement, amendment or modification of the Chapter 15 Proceedings and the Chapter 15 Order. Each of the Scheme Creditors irrevocably submits to the jurisdiction of the Cayman Court for the purposes of clause 14.1, provided, however, that nothing in this clause 14 shall affect the validity of other provisions determining governing law and jurisdiction as between the Indenture Trustee, the Issuer and any of the Scheme Creditors, whether contained in any contract (which includes, without limitation, the Indenture and the Second Supplemental Indenture) or otherwise. For the avoidance of doubt, nothing in clause 14.1 shall affect (i) the ability of any Scheme Creditor or the Indenture Trustee to enforce any rights it may have under the Second Supplemental Indenture in accordance with the terms of such documents and (ii) the ability of the Issuer to enter into reorganization, liquidation or restructuring proceedings in any jurisdiction.

 
EAST\188463001.2 Certain Portions of this Exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K. CONFIDENTIAL – SUBJECT TO FRE 408 AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This amendment, dated as of February 28, 2022 (this “Amendment”) to that certain Restructuring Support Agreement, dated as of August 31, 2021 (together with all exhibits, schedules and attachments thereto, and as may be further amended, supplemented and restated or otherwise modified from time to time in accordance with the terms thereof, the “Restructuring Support Agreement”) is entered into by and among Atlas Financial Holdings, Inc. (the “Company”) and the Consenting Noteholders. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Restructuring Support Agreement. WHEREAS, as contemplated by the Restructuring Support Agreement, the Company commenced the Cayman Proceeding on January 4, 2022, to effectuate the Scheme on the terms set forth in the Restructuring Support Agreement and intends to commence the Chapter 15 Proceeding on or around February 28, 2022, in order to have the Scheme recognized and enforced within the territorial jurisdiction of the United States; and WHEREAS, under the Restructuring Support Agreement, the Scheme Longstop Date is March 1, 2022; to fully implement the Restructuring of the Notes, the Parties wish to extend the Scheme Longstop Date through and including April 15, 2022, in accordance with Section 13(a) of the Restructuring Support Agreement, which requires the written consent of the Company and the Requisite Consenting Noteholders; and NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 1. Amendments to the Restructuring Support Agreement. (a) The definition of “Scheme Longstop Date” in Section 1 of the Restructuring Support Agreement is hereby amended and restated in its entirety to read as follows: ““Scheme Longstop Date” means 11:59 p.m. (Eastern Time) on April 15, 2022.” 2. Effective Date. This Amendment shall become effective and binding on all Parties when the Company and the Requisite Consenting Noteholders have duly executed counterparts to this Amendment. 3. Miscellaneous.

 
2 EAST\188463001.2 (a) Except as expressly provided herein, this Amendment shall not, by implication or otherwise, alter, modify, amend or in any way affect any of the obligations, covenants or rights contained in the Restructuring Support Agreement, all of which are ratified and confirmed in all respects by the Parties and shall continue in full force and effect. (b) This Amendment is governed by, and construed in accordance with, the Law of the State of New York, without regard to Law that may be applicable under conflicts of laws principles (whether the State of New York or any other jurisdiction) that would cause application of the Law of any jurisdiction other than the State of New York. (c) This Amendment, together with the Restructuring Support Agreement and all exhibits thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Parties with respect to such subject matter. Each reference to the Restructuring Support Agreement hereafter made in any document, agreement, instrument, filing, pleading, notice or communication shall mean and be a reference to the Restructuring Support Agreement as amended and modified hereby. (d) This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument. Delivery of a copy of this Amendment bearing an original signature by electronic transmission shall have the same effect as physical delivery of the paper document bearing the original signature. [Remainder of Page Intentionally Left Blank]

 
[SIGNATURE PAGE TO RESTRUCTURING SUPPORT AGREEMENT AMENDMENT] IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above. COMPANY ATLAS FINANCIAL HOLDINGS, INC. By: /s/ Scott D. Wollney Name: Scott D. Wollney Title: President & CEO

 
[SIGNATURE PAGE TO RESTRUCTURING SUPPORT AGREEMENT AMENDMENT] [*****] [Consenting Noteholder Party Signature Pages Omitted]

 

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For Immediate Release

Atlas Financial Holdings Provides Bond Exchange Update

Chicago, Illinois (March 1, 2022) - Atlas Financial Holdings, Inc. (OTC: AFHIF) (“we,” “us,” “our,” “Atlas” or the “Company”) today announced the approval of the Company’s scheme of arrangement (the “Scheme”) regarding the restructuring and exchange (the “Restructuring”) of the Company’s 6.625% senior unsecured notes (the “Notes”) in an order (the “Sanction Order”) by the Grand Court of the Cayman Islands (the “Cayman Court”) entered on February 25, 2022 sanctioning and approving the Scheme pursuant to section 86 of Part IV of the Companies Act (2021 Revision) of the Cayman Islands. The Sanction Order followed an overwhelming vote in favor of the Restructuring, with a large percentage of holders, representing approximately 99.34% of the Notes in par amount of those voting, voting in favor of the Scheme. Pursuant to the Scheme, the Notes will be canceled and exchanged for new securities (the “New Notes”) on or around April 26, 2022. The accrued but unpaid interest on the Notes as of the date the New Notes are issued will effectively be added onto the principal of the New Notes. The New Notes will have a maturity date of April 27, 2027, will be unsecured, have a par value of $25.00 per note and have an interest rate of 6.625% per annum, if paid in cash, and 7.25% per annum, if paid in kind, with a paid-in-kind option allowing the Company’s to pay interest in kind for up to two years from the date the New Notes are issued. Additionally, the Company will have the option to redeem the New Notes after three years at the principal amount to be redeemed, plus any accrued but unpaid interest, with no penalty. The Company intends to utilize the extended maturity of the New Notes to execute on its technology and analytics driven managing general agency (“MGA”) strategy, with the objective of creating value for all stakeholders.

As previously planned as a condition precedent to effectuating the Scheme, the Company intends to commence a recognition proceeding under chapter 15 of the United States Bankruptcy Code for a U.S. Bankruptcy Court to enter an order (or orders) recognizing the Cayman proceeding commenced before the Cayman Court and enforcing the Scheme within the territorial jurisdiction of the United States (the “Recognition and Enforcement Order”) by filing a petition (the “Recognition Petition”) to obtain the Recognition and Enforcement Order. The filing of the Recognition Petition will be made in accordance with the previously disclosed Restructuring Support Agreement (“RSA”). The filing of the Recognition Petition will not impact the Company’s day-to-day operations.

Business Update

In 2018, the Company wrote more than $285 million in gross written premium across 43 states. Responding to challenges related to its risk-taking insurance company subsidiaries, the Company underwent a transformational strategic shift, repositioning its business to a less capital-intensive MGA model. The COVID-19 pandemic had a significant impact on the Company’s business, driven by an approximate 90% decrease in taxi, livery, limousine and full-time transportation network company rides for most of 2020 and well into 2021. Through year-end 2021, excluding business written under our former paratransit program, the Company wrote approximately $9.3 million in gross written premium related to its core taxi, livery, limousine and full-time transportation network company segments, primarily in a small number of states. We believe there is a meaningful opportunity to recapture business previously written and continue to grow premium-related revenue as the impact of the COVID-19 pandemic recedes.

Signs of a meaningful recovery are beginning to take hold. Through its MGA operation, Anchor Group Management, Inc. (“AGMI”), Atlas currently writes the largest volume of its business in California, Illinois and Nevada, which were also historically among the largest States in terms of business previously written. Data from


the cities of San Francisco, Chicago and Las Vegas indicate that, as of December 31, 2021, taxi trips were down 41%, 65%, and 6%, respectively, when compared to pre-pandemic levels which shows improvement over the 90% decrease seen during most of the pandemic. These are leading indicators of demand for the insurance products AGMI provides. The number of vehicles in service, which is ultimately the basis for our addressable market, is catching up with demand for rides in many markets, but our distribution channel and customers continue to indicate that demand exceeds available vehicles. In the fourth quarter of 2021, applications for insurance submitted to AGMI were up 355% as compared to the same quarter prior year and policies issued were up 815%. We are encouraged by a strong start in 2022, with AGMI’s applications for insurance during January and February up 360% as compared to the same period last year and policies issued through the end of February 2022 up 680% compared to the same period last year. While these preliminary results suggest that post pandemic recovery is beginning to result in improvement to our core business, there can be no assurance that these trends will continue or that future results will be consistent with these indications.

Scott D. Wollney, President & CEO at Atlas said, “While it will take some time to recapture the volume of business we produced prior to the legacy challenges impacting our former insurance company subsidiaries and the effect of the COVID-19 pandemic, we are optimistic about our ability to do so and look forward to further expansion. We are encouraged by the support from our stakeholders demonstrated through the recent outcome of our bond exchange and appreciate their confidence in our strategic plan. The steady increase in demand for rides in recent months has resulted in significant increases in application activity and policy issuance. Anticipating a post-pandemic recovery, we maintained the level of resources we believe will be necessary to effectively support the increased volume of business anticipated in 2022. Additionally, we believe our investment in our specialized infrastructure and technology, experienced team, and broad distribution will begin to pay off in terms of positive EBITDA as we achieve economies of scale, which we anticipate towards the end of this year, subject to market conditions.”

About Atlas Financial Holdings, Inc.
The primary business of Atlas is commercial automobile insurance in the United States, with a niche market orientation and focus on insurance for the “light” commercial automobile sector including taxi cabs and limousine/livery (including full-time transportation network company drivers) and business auto. Atlas’ specialized infrastructure is designed to leverage analytics, expertise and technology to efficiently and profitably provide insurance solutions for independent contractors, owner operators and other smaller accounts.

The Company’s strategy is focused on leveraging its MGA operation, AGMI, and its insuretech digital platform, optOn. For more information about Atlas, please visit www.atlas-fin.com, www.agmiinsurance.com, and www.getopton.com.

Forward-Looking Statements
This release includes forward-looking statements regarding Atlas and its insurance subsidiaries and businesses. Such statements are based on the current expectations of the management of each entity. 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 release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Companies, including risks regarding the insurance industry, economic factors and the equity markets generally and the risk factors discussed in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K. No forward-looking statement can be guaranteed, including, without limitation, statements regarding the Company’s anticipated ability to recapture its prior volume of business and to expand. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Atlas 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.



Company Contact:Investor Relations Contact:
Atlas Financial Holdings, Inc.The Equity Group Inc.
Scott Wollney, CEOKarin Daly, Vice President
847-700-8600 212-836-9623
swollney@atlas-fin.comkdaly@equityny.com