Item 1.01 Entry into a Material Definitive Agreement.
On June 29, 2022, Atlas Financial Holdings, Inc. (the "Company") and certain of
its subsidiaries, as borrowers (collectively, the "Borrowers"), entered into a
Term Loan Commitment (the "Commitment Letter") with certain lenders party
thereto (the "Commitment Lenders"), to make additional loans to the Borrowers
related to the Borrowers' existing Convertible Senior Secured Delayed-Draw
Credit Agreement (as amended by Amendment No. 1, dated February 2, 2022,
Amendment No. 2, dated March 25, 2022, and Amendment No. 3, dated June 9, 2022,
the "Credit Agreement"), with Sheridan Road Partners, LLC, as administrative
agent (in such capacity, the Agent"), and the lenders party to the Credit
Agreement (the "Lenders").
Pursuant to the Commitment Letter, an additional aggregate principal amount of
$1 million in the form of additional term loans ("Term Loans") is to be loaned
to the Borrowers upon the occurrence of certain events, and such Term Loans will
be made pursuant to the terms of the Credit Agreement. The Term Loans are
subject to certain conditions, including the delivery of closing document
required pursuant to the Credit Agreement and that no material adverse changes
with respect to the Borrowers shall have occurred following the date of the
Commitment Letter. The Commitment Letter will expire and become null and void if
certain events involving third parties do not occur within 21 days or 45 days
from the date of the Commitment Letter.
Concurrently with the funding of the Term Loans, the Company intends to enter
into a fourth amendment to the Credit Agreement, pursuant to which the aggregate
principal amount of the term loan facility will be increased by the amount of
the Term Loans from $6,200,000 to $7,200,000 and the Commitment Lenders will be
added as lenders under the Credit Agreement.
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, 2021 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.
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..
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