American Coastal Insurance Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$ACIC
Property-Casualty Insurers
Finance
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 (Date of earliest event reported): May 9, 2024
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Item 1.01. Entry into a Material Definitive Agreement
On May 9, 2024, American Coastal Insurance Corporation (“ACIC” or the “Company”) entered into a Stock Purchase Agreement (the "Sale Agreement") with Forza Insurance Holdings, LLC ("Forza") in which ACIC will sell and Forza will acquire 100% of the issued and outstanding stock of ACIC's subsidiary, Interboro Insurance Company ("IIC"). The aggregate purchase price for the shares will be equal to IIC's GAAP shareholders' equity on the closing date. Closing is subject to customary closing conditions, including New York Department of Financial Services ("NYDFS") approval of Forza's application for acquisition of control, and NYDFS approval of a new rate and form filing.
In addition, in connection with the Sale Agreement, IIC and SageSure Insurance Managers, LLC entered into a Program Administrator Agreement (the "Administrator Agreement"), dated as of May 9, 2024, and IIC entered into a Claims Services Agreement (the "Claims Agreement") with SageSure Capital Holdings, Inc., dated as of May 9, 2024 (collectively, the "Service Agreements"). Under the terms of the Service Agreements, SageSure Insurance Managers, LLC, will provide policy administration and underwriting services and SageSure Capital Holdings, Inc will provide claims administration services on behalf of IIC.
The foregoing descriptions of the Sale Agreement, the Administrator Agreement and the Claims Agreement are not complete and are qualified in their entirety by reference to the full text of these agreements, copies of which are filed as Exhibits 1.1, 1.2 and 1.3, respectively to this Current Report on Form 8-K and are incorporated in this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |||||||
| Stock Purchase Agreement, dated as of May 9, 2024, between the Company and Forza Insurance Holdings, LLC. | ||||||||
| Program Administrator Agreement, dated as of May 9, 2024, between the Company and SageSure Insurance Managers, LLC. | ||||||||
| Claims Services Agreement, dated as of May 9, 2024, between the Company and SageSure Capital Holdings, Inc. | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.
| AMERICAN COASTAL INSURANCE CORPORATION | ||||||||
| May 14, 2024 | By: | /s/ B. Bradford Martz | ||||||
| B. Bradford Martz, President | ||||||||