ST. PETERSBURG, Fla.--(BUSINESS WIRE)--
United Insurance Holdings Corp. (NASDAQ: UIHC)(UPC Insurance or
the Company), a property and casualty insurance holding company, today
announced that it has received all necessary regulatory approvals, met
all other closing conditions and successfully completed its merger with
American Coastal Insurance Company.
The acquisition was completed through a series of mergers that
ultimately resulted in the Company issuing 20,956,355 shares of its
common stock, $0.0001 par value per share, as merger consideration to
the equityholders of RDX Holding, LLC, a Delaware limited liability
company.
The description of the Merger Agreement and related transactions
(including, but not limited to, the Mergers) in this press release does
not purport to be complete and is subject and qualified in its entirety
by reference to the full text of the Merger Agreement, which was
attached as Exhibit 2.1 to Parent’s Current Report on Form 8-K filed
with the Securities and Exchange Commission (the “SEC”)
on August 19, 2016.
Effective on the Closing Date, the Company’s Board of Directors was
increased from seven directors to ten directors and Michael R. Hogan,
Patrick F. Maroney and R. Daniel Peed were appointed as directors. Brief
summaries of each of Messrs. Hogan’s, Maroney’s and Peed’s relevant
experience are set forth in the section of Parent’s definitive proxy
statement on Schedule 14A titled “The Mergers—UIHC Board After the
Mergers” filed with the SEC on December 29, 2016. Mr. Peed has also
been appointed as Non-Executive Vice Chairman of the Parent Board. At
this time, Messrs. Hogan, Maroney and Peed have not been appointed to
any of the Parent Board’s standing committees. Each of Messrs. Hogan,
Maroney and Peed previously served on the board of directors of American
Coastal Insurance Company.
”We are thrilled to complete this merger with American Coastal,” said
John Forney, President & CEO of UPC Insurance.” It brings us increased
scale, reduced volatility, and strategic opportunities for future
growth. The American Coastal team has established an amazing track
record of generating profits and shareholder value over a long period of
time and through many insurance cycles. We’re fortunate that Dan Peed
has joined our Board as nonexecutive Vice Chairman, and that he has
brought with him Mike Hogan and Pat Maroney, both of whom have great
experience and complementary skills to our existing Board. We’re also
grateful to be able to extend the exclusive MGA agreement with AmRisc
the premier wind MGA in the country, and we look forward to working with
the AmRisc and BB&T teams to expand our distribution footprint. This
merger marks the start of the next phase of the UPC journey. We’re ready
to get started.”
”This is a great day,” said Dan Peed, CEO of American Coastal. “As we
went through the transition process over the past seven months, it
became even more clear that the combination of these two companies
creates a unique specialty underwriter with tremendous growth
opportunities and the right people and infrastructure to take advantage
of them. I look forward to joining the UPC Board and helping to shape
future strategic initiatives.”
UPC Insurance was advised in this transaction by Raymond James &
Associates and the law firm of Sidley Austin LLP. TigerRisk Capital
Markets & Advisory and Willis Capital Markets & Advisory acted as joint
financial advisors and Debevoise & Plimpton LLP served as legal counsel
to RDX in connection with the transaction.
About UPC Insurance
Founded in 1999, UPC Insurance is an insurance holding company that
sources, writes and services residential property and casualty insurance
policies using a network of independent agents and a group of wholly
owned insurance subsidiaries. UPC Insurance writes and services property
and casualty insurance in Connecticut, Florida, Georgia, Hawaii,
Louisiana, Massachusetts, New Jersey, New York, North Carolina, Rhode
Island, South Carolina and Texas, and is licensed to write in Alabama,
Delaware, Maryland, Mississippi, New Hampshire, and Virginia. From its
headquarters in St. Petersburg, UPC Insurance's team of dedicated
professionals manages a completely integrated insurance company,
including sales, underwriting, customer service and claims.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170403005843/en/
United Insurance Holdings Corp.
Jessica Strathman,
727-895-7737
SEC Reporting Manager
jstrathman@upcinsurance.com
or
INVESTOR
RELATIONS:
The Equity Group
Adam Prior, 212-836-9606
Senior
Vice-President
aprior@equityny.com
Source: United Insurance Holdings Corp.