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AFH > SEC Filings for AFH > Form 8-K on 22-May-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements a

Item 1.01. Entry into a Material Definitive Agreement.

On May 20, 2014, Atlas Financial Holdings, Inc. (the "Company") announced that it had priced its public offering (the "Offering") of 2,000,000 ordinary shares (the "Shares) being offered by the Company at a price to the public of $12.50 per share, pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-195495) (the "Registration Statement") and the Company's prospectus supplement related to the Offering. In connection with the Offering, the Company entered into an underwriting agreement as described below.

Underwriting Agreement

On May 20, 2014, the Company entered into an underwriting agreement (the "Underwriting Agreement") relating to the sale of the Shares with Sandler O'Neill & Partners, L.P. ("Sandler"), as representative of the underwriters (collectively, the "Underwriters"). A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated by reference herein. The description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement filed herewith as an exhibit to the Current Report.

Pursuant to the Underwriting Agreement, the Underwriters are obligated to purchase the Shares subject to satisfaction of the conditions contained in the Underwriting Agreement. The Company will reimburse the Underwriters for their reasonable out-of-pocket expenses incurred in connection with their engagement as underwriters, including, without limitation, disbursements, fees and expenses of the Underwriters' counsel and marketing, syndication and travel expenses not to exceed $75,000 without the Company's consent. The Company will also pay certain other expenses related to the Offering and estimates the total expenses of the Offering, exclusive of the underwriting discounts and commissions, will be approximately $330,000. The Company also granted the Underwriters an option, exercisable no later than June 19, 2014, to purchase up to an aggregate of 300,000 of additional shares to cover over-allotments, if any. We will be obligated to sell such shares to the Underwriters to the extent the over-allotment option is exercised.

Pursuant to the terms of the Underwriting Agreement, the sale of the Shares is expected to be completed on May 27, 2014 at a purchase price of $11.75 per Share (the offering price to the public of $12.50 per Share minus the underwriters' discount of $0.75 per Share before expenses). Any purchases by the Underwriters pursuant to the over-allotment option will also be at $11.75 per Share.

The Underwriting Agreement includes certain customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments the Underwriters may be required to make because of any such liabilities.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number                                    Description

1.1          Underwriting Agreement, dated May 20, 2014, by and between Atlas
             Financial Holdings, Inc. and Sandler O'Neill & Partners, L.P.

5.1          Opinion of Conyers Dill & Pearman

23.1         Consent of Conyers Dill & Pearman (included in Exhibit 5.1)

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