National General Holdings Corp. Sample Contracts

National General Holdings Corp. – National General Holdings Corp. Reports 2018 Results (February 25th, 2019)

Fourth quarter 2018 net income of $17.3 million compared to net loss of $9.9 million in the fourth quarter of 2017. Year ended 2018 net income was $174.9 million compared to $74.3 million in the year ended 2017.

National General Holdings Corp. – CREDIT AGREEMENT dated as of February 25, 2019 among NATIONAL GENERAL HOLDINGS CORP. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent KEYBANK NATIONAL ASSOCIATION and FIFTH THIRD BANK as Co-Syndication Agents and ASSOCIATED BANK, N.A. and THE BANK OF NOVA SCOTIA as Co- Documentation Agents JPMORGAN CHASE BANK, N.A., KEYBANC CAPITAL MARKETS, INC. and FIFTH THIRD BANK as Joint Bookrunners and Joint Lead Arrangers (February 25th, 2019)

CREDIT AGREEMENT (this “Agreement”) dated as of February 25, 2019 among NATIONAL GENERAL HOLDINGS CORP., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION and FIFTH THIRD BANK, as Co-Syndication Agents, and ASSOCIATED BANK, N.A. and THE BANK OF NOVA SCOTIA, as Co-Documentation Agents.

National General Holdings Corp. – National General Holdings Corp. Common Stock Underwriting Agreement (November 19th, 2018)
National General Holdings Corp. – National General Holdings Corp. Announces Agreement to Acquire National Farmers Union Insurance (November 13th, 2018)

NEW YORK, November 13, 2018 (GLOBE NEWSWIRE) - National General Holdings Corp. (NASDAQ:NGHC) announced today that it has agreed to acquire National Farmers Union Property and Casualty Company (“National Farmers Union Insurance”) from QBE North America, an integrated specialist insurer. National Farmers Union Insurance is a Wisconsin domiciled P&C insurance company that predominantly writes personal and farm auto and farm and homeowners’ insurance in the Midwestern United states. The company has an exclusive agreement and relationship with National Farmers Union until 2050, providing access to members through roughly 400 agencies. The estimated purchase price for the transaction is $43 million. The transaction is expected to close in the first half of 2019, subject to customary closing conditions and regulatory approvals.

National General Holdings Corp. – National General Holdings Corp. Reports Third Quarter 2018 Results (October 30th, 2018)

NEW YORK, October 30, 2018 (GLOBE NEWSWIRE) - National General Holdings Corp. (Nasdaq:NGHC) today reported third quarter 2018 net income of $60.5 million or $0.55 per diluted share, compared to net income of $49.8 million or $0.46 per diluted share in the third quarter of 2017. Third quarter 2018 operating earnings(1) was $70.8 million or $0.65 per diluted share, compared to $28.7 million or $0.26 per diluted share in the third quarter of 2017.

National General Holdings Corp. – National General Holdings Corp. Reports Second Quarter 2018 Results (August 6th, 2018)

NEW YORK, August 6, 2018 (GLOBE NEWSWIRE) - National General Holdings Corp. (Nasdaq:NGHC) today reported second quarter 2018 net income of $36.7 million or $0.34 per diluted share, compared to net income of $5.5 million or $0.05 per diluted share in the second quarter of 2017. Second quarter 2018 operating earnings(1) was $59.5 million or $0.54 per diluted share, compared to $23.7 million or $0.22 per diluted share in the second quarter of 2017. Second quarter 2018 net income was impacted by an $18.7 million net realized loss on investments related to a repositioning of the portfolio.

National General Holdings Corp. – National General Enters into Business Collaboration Agreement with Aioi Nissay Dowa Insurance Co., Ltd. and Agrees to Issue $30 Million in Convertible Preferred Stock in Conjunction with the Partnership (July 9th, 2018)

NEW YORK, July 9, 2018 (GLOBE NEWSWIRE) -- National General Holdings Corp. (Nasdaq:NGHC) today announced that it has entered into a collaboration agreement among Aioi Nissay Dowa Insurance Co., Ltd. (AD), part of MS&AD Insurance Group and Aioi Nissay Dowa Insurance Services USA Corp. (AIS), a subsidiary of AD.

National General Holdings Corp. – CERTIFICATE OF DESIGNATIONS OF FIXED/FLOATING RATE NON-CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES D OF NATIONAL GENERAL HOLDINGS CORP. (July 9th, 2018)

National General Holdings Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:

National General Holdings Corp. – National General Holdings Corp. Reports First Quarter 2018 Results (May 7th, 2018)

NEW YORK, May 7, 2018 (GLOBE NEWSWIRE) - National General Holdings Corp. (Nasdaq:NGHC) today reported first quarter 2018 net income of $60.3 million or $0.55 per diluted share, compared to net income of $29.0 million or $0.27 per diluted share in the first quarter of 2017. First quarter 2018 operating earnings(1) was $67.6 million or $0.62 per diluted share, compared to $35.7 million or $0.33 per diluted share in the first quarter of 2017.

National General Holdings Corp. – National General Holdings Corp. Reports Fourth Quarter 2017 Results (February 26th, 2018)

NEW YORK, February 26, 2018 (GLOBE NEWSWIRE) - National General Holdings Corp. (Nasdaq:NGHC) today reported a fourth quarter 2017 net loss of $9.9 million or $0.09 per diluted share, compared to net income of $39.2 million or $0.36 per diluted share in the fourth quarter of 2016. Fourth quarter 2017 operating earnings(1) was $30.0 million or $0.28 per diluted share, compared to $32.8 million or $0.30 per diluted share in the fourth quarter of 2016. Fourth quarter net income included a one-time non-cash tax charge of $25.8 million from the revaluation of the Company’s deferred tax asset related to the recently implemented reduction to the U.S. corporate tax rate.

National General Holdings Corp. – National General Holdings Corp. Reports Third Quarter 2017 Results (November 8th, 2017)

NEW YORK, November 8, 2017 (GLOBE NEWSWIRE) - National General Holdings Corp. (NASDAQ:NGHC) today reported third quarter 2017 net income of $46.2 million or $0.43 per diluted share, compared to net income of $19.9 million or $0.18 per diluted share in the third quarter of 2016. Third quarter 2017 operating earnings(1) was $26.6 million or $0.24 per diluted share, compared to $31.7 million or $0.29 per diluted share in the third quarter of 2016.

National General Holdings Corp. – ASSET PURCHASE AND LICENSE AGREEMENT (September 18th, 2017)

AMTRUST NORTH AMERICA, INC., a Delaware corporation, with a business address of 800 Superior Avenue, Cleveland, Ohio 44114 (“AMTRUST” or “SELLER”); and

National General Holdings Corp. – National General Holdings Corp. Announces Agreement to Acquire Personal Lines Policy Administration System (September 18th, 2017)

NEW YORK, September 14, 2017 (GLOBE NEWSWIRE) -- National General Holdings Corp. (NASDAQ:NGHC) today announced that it has entered into an agreement to acquire its personal lines policy administration system (NPS) and the related intellectual property from AmTrust for a purchase price of $200 million. The purchase price is payable in three equal installments with the first payment made upon the execution of the Agreement, the second payment payable upon the 6-month anniversary of the Agreement, and the third payment payable upon the later of the completion of the full separation and transfer of the System to National General’s operating environment and the 18-month anniversary of the Agreement in accordance with the terms of the Agreement. The Agreement also terminates the existing Master Services Agreement between National General and AmTrust, pursuant to which AmTrust previously developed and licensed the System to National General and under which National General was obligated to

National General Holdings Corp. – National General Holdings Corp. Reports Second Quarter 2017 Results (August 7th, 2017)

NEW YORK, August 7, 2017 (GLOBE NEWSWIRE) - National General Holdings Corp. (NASDAQ:NGHC) today reported a second quarter 2017 net loss of $5.1 million or $0.05 per diluted share, compared to net income of $44.3 million or $0.41 per diluted share in the second quarter of 2016. Second quarter 2017 operating earnings(1) was $11.9 million or $0.11 per diluted share, compared to $46.4 million or $0.43 per diluted share in the second quarter of 2016.

National General Holdings Corp. – National General Announces New Quota Share Reinsurance Agreements (July 13th, 2017)

NEW YORK, July 13, 2017 (GLOBE NEWSWIRE) -- National General Holdings Corp. (Nasdaq:NGHC) today announced that it has entered into separate two-year quota share reinsurance agreements covering its auto (Auto Quota Share Agreement) and homeowners (HO Quota Share Agreement) lines of business with a group of highly rated unaffiliated third-party reinsurance providers.

National General Holdings Corp. – National General Holdings Corp. Reports First Quarter 2017 Results (May 8th, 2017)

NEW YORK, May 8, 2017 (GLOBE NEWSWIRE) - National General Holdings Corp. (NASDAQ:NGHC) today reported first quarter 2017 net income of $34.1 million or $0.31 per diluted share, compared to $52.7 million or $0.49 per diluted share in the first quarter of 2016. First quarter 2017 operating earnings(1) was $41.3 million or $0.38 per diluted share, compared to $53.7 million or $0.50 per diluted share in the first quarter of 2016.

National General Holdings Corp. – National General Receives Nasdaq Notice Regarding Listing Requirements; Has Regained Compliance with Filing of 10-K (March 23rd, 2017)

NEW YORK, March 23, 2017 (GLOBE NEWSWIRE) -- National General Holdings Corp. (Nasdaq:NGHC) today announced that it received a notification letter from The Nasdaq Stock Market (Nasdaq) on March 17, 2017, stating that because the Company had not yet filed its Annual Report on Form 10-K for the period ended December 31, 2016 with the Securities and Exchange Commission, it was not in compliance with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1). This press release is being issued in accordance with Nasdaq Listing Rule 5810(b).

National General Holdings Corp. – National General Holdings Corp. Reports Fourth Quarter 2016 Results (February 27th, 2017)

NEW YORK, February 27, 2017 (GLOBE NEWSWIRE) - National General Holdings Corp. (NASDAQ:NGHC) today reported fourth quarter 2016 net income of $30.9 million or $0.28 per diluted share, compared to $13.7 million or $0.13 per diluted share in the fourth quarter of 2015. Fourth quarter 2016 operating earnings(1) was $32.6 million or $0.30 per diluted share, compared to $42.3 million or $0.39 per diluted share in the fourth quarter of 2015.

National General Holdings Corp. – National General Holdings Corp. Reports Third Quarter 2016 Results (November 2nd, 2016)

NEW YORK, November 2, 2016 (GLOBE NEWSWIRE) - National General Holdings Corp. (NASDAQ:NGHC) today reported third quarter 2016 net income of $19.9 million or $0.18 per diluted share, compared to $39.0 million or $0.38 per diluted share in the third quarter of 2015. Third quarter 2016 operating earnings(1) was $33.6 million or $0.31 per diluted share, compared to $44.1 million or $0.43 per diluted share in the third quarter of 2015.

National General Holdings Corp. – AMENDMENT NO. 1 Dated as of October 14, 2016 to CREDIT AGREEMENT Dated as of January 25, 2016 (October 14th, 2016)

THIS AMENDMENT NO. 1 (“Amendment”) is made as of October 14, 2016 and shall, upon satisfaction of the conditions precedent set forth in Section 2 below be effective as of the date hereof (the “Amendment No. 1 Effective Date”) by and among National General Holdings Corp., a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of January 25, 2016, by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

National General Holdings Corp. – AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 20, 2016 by and among ACP RE HOLDINGS, LLC MICHAEL KARFUNKEL FAMILY 2005 TRUST, THE LENDERS PARTY HERETO and AMTRUST FINANCIAL SERVICES, INC. as Administrative Agent (September 21st, 2016)

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of September 20, 2016, by and among ACP RE HOLDINGS, LLC, a Delaware limited liability company (“Holdings” or the “Borrower”), MICHAEL KARFUNKEL FAMILY 2005 TRUST, a trust formed under the laws of the State of New York pursuant to an Agreement dated March 28, 2005 (the “Trust Agreement”), and any Family Trust into which the property of the trust may pass pursuant to the Trust Agreement (“Karfunkel Trust”), the LENDERS from time to time party hereto, and AMTRUST FINANCIAL SERVICES, INC., a Delaware corporation, as Administrative Agent.

National General Holdings Corp. – RESTATEMENT AGREEMENT TO CREDIT AGREEMENT (September 21st, 2016)

RESTATEMENT AGREEMENT, dated as of July 28, 2016 (this “Agreement”), among ACP RE LTD., a Bermuda exempted company (“ACP”), TOWER GROUP INTERNATIONAL, LTD., a Bermuda insurance holding company (“Tower”), ACP RE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and owner of 100% of the Equity Interests (as defined in the Credit Agreement) of ACP, each other Lender party or consenting in writing hereto, and AMTRUST FINANCIAL SERVICES, INC. a Delaware corporation, as Administrative Agent (“AmTrust”).

National General Holdings Corp. – National General Holdings Corp. Reports Second Quarter 2016 Results (August 1st, 2016)

NEW YORK, August 1, 2016 (GLOBE NEWSWIRE) - National General Holdings Corp. (NASDAQ:NGHC) today reported second quarter 2016 net income of $44.3 million or $0.41 per diluted share, compared to $33.8 million or $0.35 per diluted share in the second quarter of 2015. Second quarter 2016 operating earnings(1) was $46.4 million or $0.43 per diluted share, compared to $36.1 million or $0.38 per diluted share in the second quarter of 2015.

National General Holdings Corp. – DEPOSIT AGREEMENT dated as of July 7, 2016 among NATIONAL GENERAL HOLDINGS CORP., a Delaware corporation, AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as Depositary, AND THE HOLDERS FROM TIME TO TIME OF THE RECEIPTS EVIDENCING THE DEPOSITARY SHARES DESCRIBED HEREIN (July 7th, 2016)

WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of 7.50% Non-Cumulative Preferred Stock, Series C, $0.01 par value per share, $1,000 liquidation preference per share, of the Company from time to time with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts by the Depositary evidencing Depositary Shares in respect of the Stock so deposited (capitalized terms used herein shall have the meaning assigned to them in Article I below); and

National General Holdings Corp. – CERTIFICATE OF DESIGNATIONS OF 7.50% NON-CUMULATIVE PREFERRED STOCK, SERIES C OF NATIONAL GENERAL HOLDINGS CORP. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (July 7th, 2016)

National General Holdings Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:

National General Holdings Corp. – NATIONAL GENERAL HOLDINGS CORP. 7,000,000 DEPOSITARY SHARES EACH REPRESENTING 1/40TH INTEREST IN A SHARE OF 7.50% NON-CUMULATIVE PREFERRED STOCK, SERIES C UNDERWRITING AGREEMENT (July 7th, 2016)
National General Holdings Corp. – National General Holdings Corp. Announces Agreement to Acquire Direct General Corporation (June 24th, 2016)

NEW YORK, June 24, 2016 (GLOBE NEWSWIRE) — National General Holdings Corp. (Nasdaq:NGHC) today announced that it has agreed to acquire Elara Holdings, Inc., the parent company of Direct General Corporation, a Tennessee based P&C insurance company that predominantly writes non-standard auto business in the Southeastern United States. The estimated purchase price for the transaction is approximately $165 million, subject to customary post-closing adjustments. The transaction is expected to close in the fourth quarter of 2016, subject to customary closing conditions and regulatory approvals.

National General Holdings Corp. – AGREEMENT AND PLAN OF MERGER BY AND AMONG NATIONAL GENERAL HOLDINGS CORP., BLUEBIRD ACQUISITION CORP., ELARA HOLDINGS, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC solely in its capacity as Company Holders’ Representative hereunder Dated as of June 24, 2016 (June 24th, 2016)

THIS AGREEMENT AND PLAN OF MERGER, is dated as of June 24, 2016, by and among National General Holdings Corp., a Delaware corporation (“Parent”), Bluebird Acquisition Corp., a Delaware corporation (“Merger Sub”), Elara Holdings, Inc., a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Company Holders’ Representative (as defined below). Parent, Merger Sub, the Company and the Company Holders’ Representative shall each be referred to herein from time to time as a “Party” and collectively as the “Parties.”

National General Holdings Corp. – PROMISSORY NOTE (June 1st, 2016)

This Note is the “Promissory Note” referred to and defined in that certain Securities Purchase Agreement dated as of January 22, 2016 by and between the Holder and the Company (as amended, the “Purchase Agreement”). Capitalized terms used herein which are defined in the Purchase Agreement shall have the same meanings herein as therein defined unless otherwise defined herein. This Note is subject to the following terms and conditions:

National General Holdings Corp. – National General Holdings Corp. Reports First Quarter 2016 Results (May 2nd, 2016)

NEW YORK, May 2, 2016 (GLOBE NEWSWIRE) - National General Holdings Corp. (NASDAQ:NGHC) today reported first quarter 2016 operating earnings(1) of $53.7 million or $0.50 per diluted share, compared to $43.0 million or $0.45 per diluted share in the first quarter of 2015. Net income was $52.7 million or $0.49 per diluted share, compared to $41.7 million or $0.43 per diluted share in the first quarter of 2015.

National General Holdings Corp. – AMENDMENT NO. 1 TO CREDIT AGREEMENT (February 29th, 2016)

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") is made and entered into as of December 3, 2015, by and among ACP Re Ltd., a Bermuda exempted company ("ACP"), Tower Group International, Ltd., a Bermuda insurance holding company ("Tower"; together with ACP, the "Borrower"), AmTrust International Insurance, Ltd., a Bermuda limited company ("AII"), and National General Re Ltd., a Bermuda limited company ("Nat Gen"; together with AII, the "Required Lenders"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement (as defined below).

National General Holdings Corp. – National General Holdings Corp. Reports Fourth Quarter 2015 Results (February 9th, 2016)

NEW YORK, February 9, 2016 (GLOBE NEWSWIRE) - National General Holdings Corp. (NASDAQ:NGHC) today reported fourth quarter 2015 operating earnings(1) of $42.3 million or $0.39 per diluted share, compared to $31.2 million or $0.33 per diluted share in the fourth quarter of 2014. Net income was $13.7 million or $0.13 per diluted share, compared to $11.2 million or $0.12 per diluted share in the fourth quarter of 2014.

National General Holdings Corp. – CREDIT AGREEMENT dated as of January 25, 2016 among NATIONAL GENERAL HOLDINGS CORP. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent KEYBANK NATIONAL ASSOCIATION as Syndication Agent and ASSOCIATED BANK, NATIONAL ASSOCIATION and FIRST NIAGARA BANK, N.A. as Co-Documentation Agents J.P. MORGAN SECURITIES LLC and KEYBANC CAPITAL MARKETS, INC. as Joint Bookrunners and Joint Lead Arrangers (January 26th, 2016)

CREDIT AGREEMENT (this “Agreement”) dated as of January 25, 2016 among NATIONAL GENERAL HOLDINGS CORP., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, and ASSOCIATED BANK, NATIONAL ASSOCIATION and FIRST NIAGARA BANK, N.A., as Co-Documentation Agents.

National General Holdings Corp. – National General Holdings Corp. Announces Agreement to Acquire Century-National Insurance Company (January 26th, 2016)

NEW YORK, January 25, 2016 (GLOBE NEWSWIRE) -- National General Holdings Corp. (Nasdaq:NGHC) today announced its entry into an agreement to acquire Century-National Insurance Company (CNIC), a California based property and casualty underwriter. The purchase price for the transaction is currently expected to be approximately $315 million, based on September 30, 2015 results, with the actual purchase price calculated based upon financial position at closing. The estimated purchase price equates to a $50 million premium to tangible book value, and includes an upfront cash payment of approximately $140 million with the remaining balance deferred over two years. The transaction is expected to close in the second quarter of 2016, subject to customary closing conditions and regulatory approvals.

National General Holdings Corp. – SECURITIES PURCHASE AGREEMENT DATED AS OF JANUARY 22, 2016 BY AND BETWEEN KRAMER-WILSON COMPANY, INC. AND NATIONAL GENERAL HOLDINGS CORP. (January 26th, 2016)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 22, 2016, is made by and between Kramer-Wilson Company, Inc., a Delaware corporation (“Seller”), and National General Holdings Corp., a Delaware corporation (“Buyer”).