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FRF > SEC Filings for FRF > Form 8-K on 3-Dec-2013All Recent SEC Filings

Show all filings for FORTEGRA FINANCIAL CORP



Entry into a Material Definitive Agreement, Financial Statements and Exhi

Item 1.01 Entry into a Material Definitive Agreement.

On December 2, 2013, Fortegra Financial Corporation, a Delaware corporation (the "Corporation"), entered into a Stock Purchase Agreement ("Purchase Agreement") with AmWINS Holdings, LLC, a Delaware limited liability company ("AmWINS"), pursuant to which LOTS Intermediate Co., a Delaware corporation and direct wholly-owned subsidiary of the Corporation agreed to sell all the issued and outstanding stock of its subsidiaries, Bliss and Glennon, Inc., a California corporation ("Bliss & Glennon"), and, Inc., a Delaware corporation ("eReinsure").

Consideration consists of a cash purchase price of Eighty Three Million Five Hundred Thousand Dollars ($83,500,000), subject to certain purchase price adjustments to reflect fluctuations in working capital, payable by AmWINS to the Corporation.

In the Purchase Agreement, the Corporation has agreed not to compete with the Bliss & Glennon and eReinsure businesses for five years, and has agreed not to solicit former employees of the divested businesses. The Purchase Agreement contains other customary representations, warranties, covenants and indemnification obligations of the parties. The closing is subject to various customary closing conditions, including obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act and obtaining required third party consents. The Purchase Agreement also contains customary termination rights. These include, subject to certain conditions, termination by (i) mutual consent of the Corporation and AmWINS; (ii) either party if the transaction has not closed by December 31, 2013, subject to an extension to January 20, 2014 if certain required consents have not been obtained, or to March 31, 2014 if required regulatory approvals have not been obtained; and (iii) either party if the conditions to such party's obligation to complete the transaction become incapable of satisfaction.

The Purchase Agreement and the transactions contemplated by the Purchase Agreement have been approved by the board of directors of the Corporation. The Corporation intends to use the proceeds from the sale to pay down its debt obligations and for general corporate purposes.

A press release dated December 3, 2013, announcing the transaction, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release dated December 3, 2013

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