SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
National General Holdings Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
636220 303
(CUSIP Number)
Michael Karfunkel
c/o National General Holdings Corp.
59 Maiden Lane, 38th Floor
New York, NY 10038
(212) 380-9500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 20, 2014
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 10 Pages)
CUSIP No. 636220 303 | 13D | Page 2 of 10 Pages |
1 | NAME OF REPORTING PERSONS
Michael Karfunkel | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
12,593,308 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
12,593,308 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,593,308 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5% | |||||
14 | TYPE OF REPORTING PERSON
IN |
CUSIP No. 636220 303 | 13D | Page 3 of 10 Pages |
1 | NAME OF REPORTING PERSONS
Leah Karfunkel | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
32,961,262 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
32,961,262 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,961,262 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.3% | |||||
14 | TYPE OF REPORTING PERSON
IN |
CUSIP No. 636220 303 | 13D | Page 4 of 10 Pages |
1 | NAME OF REPORTING PERSONS
AmTrust International Insurance, Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b) ¨ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
12,295,430 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
12,295,430 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,295,430 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2% | |||||
14 | TYPE OF REPORTING PERSON
CO |
CUSIP No. 636220 303 | 13D | Page 5 of 10 Pages |
Item 1. | Security and Issuer |
This statement relates to the common stock, par value $0.01 per share (the Common Stock), of National General Holdings Corp., a Delaware corporation (the Issuer). The Issuers principal executive offices are located at 59 Maiden Lane, 38th Floor, New York, New York 10038.
Item 2. | Identity and Background |
(a) | This statement is filed by Michael Karfunkel, Leah Karfunkel and AmTrust International Insurance, Ltd. (AII, and together with Michael Karfunkel and Leah Karfunkel, the Group). AII is a wholly-owned subsidiary of AmTrust Financial Services, Inc. (AFSI). The name of each director and executive officer of AII and each director, executive officer and controlling person of AFSI is listed on Schedule I hereto. |
(b) | The business address for Michael Karfunkel and Leah Karfunkel is c/o National General Holdings Corp., 59 Maiden Lane, 38th Floor, New York, New York 10038. The business address for AII is 7 Reid Street, Suite 400, Hamilton HM 11, Bermuda. The business address of AFSI is 59 Maiden Lane, 43rd Floor, New York, New York 10038. The business address of each director and executive officer of AII and each director, executive officer and controlling person of AFSI is listed on Schedule I hereto. |
(c) | Michael Karfunkel is chairman and chief executive officer of the Issuer. Leah Karfunkel is sole trustee of The Michael Karfunkel 2005 Grantor Retained Annuity Trust (the GRAT). AII is a Bermuda corporation and wholly-owned subsidiary of AFSI. AII reinsures the underwriting activities of AFSIs insurance subsidiaries. AFSI is a Delaware corporation that is an insurance holding company. The principal occupation or employment of each director and executive officer of AII and each director, executive officer and controlling person of AFSI is listed on Schedule I hereto. |
(d) | None of the members of the Group, and to the knowledge of AII none of AFSI or any of the persons listed on Schedule I hereto, has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | None of the members of the Group, and to the knowledge of AII none of AFSI or any of the persons listed on Schedule I hereto, has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
(f) | Except for Max Caviet, Julian Griffiths, Michael Bott and Chris Souter, every natural person listed on Schedule I hereto is a citizen of the United States of America. Max Caviet, Julian Griffiths, Michael Bott and Chris Souter are citizens of Great Britain. |
Item 3. | Source and Amount of Funds or Other Consideration |
The funds used by to make the purchases are solely those of each member of the Group. The source of these funds was the private funds of each member of the Group. No borrowed funds were used to purchase any of the securities described herein.
CUSIP No. 636220 303 | 13D | Page 6 of 10 Pages |
In connection with the Issuers formation in March 2010, Michael Karfunkel and the GRAT acquired 12,593,308 and 32,961,262 shares of Common Stock for approximately $44 million and $115 million, respectively (which share amounts reflect a stock split effected in connection with the completion of the Issuers private placement in June 2013). These initial investments in the Issuer were made using the private funds of Michael Karfunkel and Leah Karfunkel.
When the Issuer was formed in March 2010, AFSI purchased (and subsequently contributed to AII) 53,054 shares of the Issuers Series A Preferred Stock for approximately $53 million, which shares converted into 12,295,430 shares of the Issuers Common Stock (on a split-adjusted basis) in connection with the completion of the Issuers private placement in June 2013. AFSI made its initial investment in the Issuer using funds from its working capital and AII paid no consideration upon the conversion of the Series A Preferred Stock into shares of Common Stock.
Item 4. | Purpose of Transaction. |
The purpose of this filing is to report the formation of a group of stockholders in order to enable the Issuer to qualify for the controlled company exemption rules promulgated under applicable rules of the Securities and Exchange Commission and the NASDAQ Global Market. Each member of the Group reserves the right to acquire, or dispose of, additional securities of the Issuer.
Each member of the Group intends to continuously evaluate its investment in the Issuer and may acquire or dispose of shares of Common Stock, other securities of the Issuer, or loans or other interests in the Issuer. Each member of the Group may hedge all or a portion of their investment in the Issuer and enter into derivative transactions relating to the Common Stock or other securities or loans of the Issuer. Each member of the Group may work with the Issuer and the Issuers financial advisors or with third parties to develop plans and proposals for the Issuer. These plans or proposals may involve or relate to: (i) a merger, consolidation, joint venture or other business combination or extraordinary corporate transaction involving the Issuer or its subsidiaries; (ii) a sale of the Issuer or its subsidiaries; (iii) the disposition in one or more transactions, of the shares of Common Stock held by a member of the Group, including by a spin-off, split-off or other distribution; (iv) a sale or purchase of assets of the Issuer or its subsidiaries or other similar actions; or (v) one or more of the events set forth in Items 4(a) through (j) of Schedule 13D.
Except as described in the preceding paragraph, none of the members of the Group, nor to AIIs knowledge any of the persons listed on Schedule I hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although any member of the Group and any of the persons listed on Schedule I hereto may, from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5. | Interest in Securities of the Issuer. |
(a) | As of the date hereof, Michael Karfunkel, Chairman and controlling shareholder of AFSI, beneficially owns 12,593,308 shares of Common Stock, which represents 13.5% of the Issuers 93,301,800 outstanding shares of Common Stock as of February 19, 2014. Leah Karfunkel, sole trustee of the Michael Karfunkel 2005 Grantor Retained Annuity Trust and controlling shareholder of AFSI, beneficially owns 32,961,262 shares of Common Stock, which represents 35.3% of the Issuers 93,301,800 outstanding shares of Common Stock as of February 19, 2014. AII beneficially owns 12,295,430 shares of Common Stock, which represents 13.2% of the Issuers 93,301,800 outstanding shares of Common Stock as of February 19, 2014. Neither AFSI, nor to AIIs knowledge any of the persons listed on Schedule I hereto, other than Michael Karfunkel and Leah Karfunkel, beneficially holds any shares of Common Stock. |
CUSIP No. 636220 303 | 13D | Page 7 of 10 Pages |
(b) | Each member of the Group has sole voting and dispositive power with respect to the shares of the Issuers common stock beneficially owned by such member. |
(c) | None. |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Each member of the Group is party to a registration rights agreement with the Issuer (the 2009 Registration Rights Agreement) pursuant to which the Issuer has agreed to provide the members of the Group with certain rights to require the Issuer to register the members shares of Common Stock.
Pursuant to a waiver agreement entered into by members of the Group in connection with the Issuers private placement in June 2013, the members of the Group have waived any rights they may have had under the 2009 Registration Rights Agreement for a period of 180 days following the effectiveness of the Issuers Registration Statement on Form S-1 (the First Resale S-1) declared effective by the Securities and Exchange Commission on February 12, 2014. Pursuant to a lock-up agreement entered into by members of the Group in connection with the Issuers private placement in June 2013, the members of the Group (i) have agreed not to sell their shares of Common Stock until 90 days following the effectiveness of the First Resale S-1, (ii) have waived any right to have their shares of Common Stock included in the First Resale S-1, and (iii) have waived any right to cause the Issuer to register their shares of Common Stock with the Securities and Exchange Commission until 180 days following the effectiveness of the First Resale S-1.
Pursuant to a waiver agreement entered into by members of the Group in connection with the Issuers private placement in February 2014, the members of the Group have waived any rights they may have had under the 2009 Registration Rights Agreement for a period of 30 days following the effectiveness of the registration statement the Issuer has agreed to file in order to register the resale of shares of common stock issued in the February 2014 private placement (the Second Resale S-1). Pursuant to a lock-up agreement entered into by members of the Group in connection with the Issuers private placement in February 2014, the members of the Group (i) have agreed not to sell their shares until 30 days following the effectiveness of the Second Resale S-1, (ii) have waived any right to have their shares of Common Stock included in the Second Resale S-1, and (iii) have waived any right to cause the Issuer to register their shares of Common Stock with the Securities and Exchange Commission until 180 days following the effectiveness of the Second Resale S-1.
Item 7. | Material to Be Filed as Exhibits. |
Exhibit A | Joint Filing Agreement, dated as of February 20, 2014, by and among Michael Karfunkel, Leah Karfunkel and AmTrust International Insurance, Ltd. | |
Exhibit B | Registration Rights Agreement, dated as of October 16, 2009, by and among the Issuer, The Michael Karfunkel 2005 Grantor Retained Annuity Trust, Michael Karfunkel and AmTrust International Insurance, Ltd., as assignee of AmTrust Financial Services, Inc. (incorporated by reference to Exhibit 4.2 to the Issuers Registration Statement on Form S-1 (No. 333-190454), as filed on August 7, 2013). | |
Exhibit C | Form of 2013 Lock-Up Agreement entered into by and between each member of the Group and FBR Capital Markets & Co. (incorporated by reference to Exhibit 10.19 to |
CUSIP No. 636220 303 | 13D | Page 8 of 10 Pages |
the Issuers Registration Statement on Form S-1/A (No. 333-190454), as filed on September 24, 2013). | ||
Exhibit D | Form of 2014 Lock-Up Agreement entered into by and between each member of the Group and FBR Capital Markets & Co. | |
Exhibit E | Consent and Waiver Agreement, dated as of June 4, 2013, by and among the Issuer, Michael Karfunkel, The Michael Karfunkel 2005 Grantor Retained Annuity Trust, AmTrust Financial Services, Inc. and AmTrust International Insurance, Ltd. | |
Exhibit F | Consent and Waiver Agreement, dated as of February 4, 2014, by and among the Issuer, Michael Karfunkel, The Michael Karfunkel 2005 Grantor Retained Annuity Trust, AmTrust Financial Services, Inc. and AmTrust International Insurance, Ltd. |
CUSIP No. 636220 303 | 13D | Page 9 of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 24, 2014
By: | /s/ Michael Karfunkel | |
Name: | Michael Karfunkel | |
By: | /s/ Leah Karfunkel | |
Name: | Leah Karfunkel | |
AMTRUST INTERNATIONAL INSURANCE, LTD. | ||
By: | /s/ Stephen B. Ungar | |
Name: | Stephen B. Ungar | |
Title: | Secretary |
CUSIP No. 636220 303 | 13D | Page 10 of 10 Pages |
SCHEDULE I
Name |
Business Address |
Principal Occupation | ||
Michael Bott | 7 Reid Street, Suite 400 Hamilton HM 11 Bermuda |
Director, SVP and Assistant Secretary of AII | ||
Max Caviet | 2 Minster Court, Mincing Lane London EC3R 7BB United Kingdom |
President and Director of AII CEO of AmTrust Europe Ltd. | ||
Donald DeCarlo | 1979 Marcus Avenue, Suite 210 Lake Success, NY 11042 |
Attorney Law Office of Donald DeCarlo Director of AFSI Director of Issuer | ||
Susan Fisch | 59 Maiden Lane, 43rd Floor New York, NY 10038 |
Director of AFSI | ||
Julian Griffiths | 7 Reid Street, Suite 400 Hamilton HM 11 Bermuda |
Director of AII | ||
Abraham Gulkowitz | 59 Maiden Lane, 43rd Floor New York, NY 10038 |
Director of AFSI Partner Brookville Advisory | ||
George Karfunkel | 126 East 56th Street, 15th Floor New York, NY 10022 |
Director of AFSI Chairman of Sabr Group | ||
Leah Karfunkel | 59 Maiden Lane, 38th Floor New York, NY 10038 |
Private investor | ||
Michael Karfunkel | 59 Maiden Lane, 38th Floor New York, NY 10038 |
Chairman of AFSI Chairman, President and CEO of Issuer | ||
Christopher Longo | 800 Superior Ave., E., 21st Floor Cleveland, OH 44114 |
EVP, Chief Information Officer of AFSI | ||
Jay Miller | 430 E. 57th St. New York, NY 10022 |
Attorney Law Offices of Jay J. Miller, Esq. Director of AFSI | ||
Ronald Pipoly | 800 Superior Ave., E., 21st Floor Cleveland, OH 44114 |
Vice President of AII EVP, Chief Financial Officer of AFSI | ||
David Saks | 59 Maiden Lane, 43rd Floor New York, NY 10038 |
EVP, Chief Legal Officer of AFSI | ||
Michael Saxon | 800 Superior Ave., E., 21st Floor Cleveland, OH 44114 |
EVP, Chief Operating Officer of AFSI | ||
Harry Schlachter | 59 Maiden Lane, 43rd Floor New York, NY 10038 |
VP and Assistant Secretary of AII SVP, Treasurer of AFSI | ||
Chris Souter | 7 Reid Street, Suite 400 Hamilton HM 11 Bermuda |
Director of AII | ||
Stephen Ungar | 59 Maiden Lane, 43rd Floor New York, NY 10038 |
Secretary of AII SVP, General Counsel and Secretary of AFSI | ||
Eugene Wollan | One Battery Park Plaza 24 Whitehall Street New York, NY 10004 |
Attorney Mound Cotton Wollan & Greengrass Vice President of AII | ||
Barry Zyskind | 59 Maiden Lane, 43rd Floor New York, NY 10038 |
CEO and President of AFSI Director of AII Director of Issuer |
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of National General Holdings Corp., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 20, 2014.
By: | /s/ Michael Karfunkel | |
Name: | Michael Karfunkel | |
By: | /s/ Leah Karfunkel | |
Name: | Leah Karfunkel | |
AMTRUST INTERNATIONAL INSURANCE, LTD. | ||
By: | /s/ Stephen B. Ungar | |
Name: | Stephen B. Ungar | |
Title: | Secretary |
Exhibit D
February , 2014
FBR Capital Markets & Co.
1001 Nineteenth Street North, 18th Floor
Arlington, Virginia 22209
Ladies and Gentlemen:
The undersigned understands and agrees as follows:
1. FBR Capital Markets & Co. (FBR) proposes to enter into a Purchase/Placement Agreement (the Agreement) with National General Holdings Corp. , a Delaware corporation (the Company), providing for (a) the initial purchase by FBR of shares of the Companys common stock, $0.01 par value per share (the Common Stock), and the resale of such shares by FBR to certain eligible purchasers, (b) the direct sale by the Company of shares of its Common Stock to certain accredited investors, and (c) an option for FBR to purchase or place additional shares of Common Stock either for resale by FBR to certain eligible purchasers or for direct sale by the Company to certain accredited investors (all of such shares of Common Stock are collectively referred to as the Shares and the transactions referred to in (a), (b) and (c) above are collectively referred to as the Offering), in each case, in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act).
2. In connection with the Offering and pursuant to the terms of a Registration Rights Agreement to be entered into in connection with the closing of the Offering, the Company has agreed to file with the Securities and Exchange Commission one or more registration statements providing for the resale of the Shares under the Securities Act (the Registration Statement).
3. In recognition of the benefit that the Offering will confer upon the undersigned and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby agrees that, without the prior written consent of FBR (which consent may be withheld or delayed in FBRs sole discretion), he, she or it will refrain during the period commencing on the date hereof and ending on the date that is 30 days after the effective date of the Registration Statement (such period, the Restricted Period), from (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the sale of, lending or otherwise disposing of or transferring, directly or indirectly, any equity securities of the Company, or any securities convertible into or exercisable or exchangeable for equity securities of the Company, or (ii) entering into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of equity securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, the undersigned waives any right the undersigned may have pursuant to any instrument, agreement with the Company or otherwise (x) to have the undersigneds shares of Common Stock or other securities registered under or pursuant to the Registration Statement and (y) to cause the Company to file one or more registration statements with the Securities and Exchange Commission registering the resale of the undersigneds shares
of Common Stock or other securities under the Securities Act; provided that the waiver pursuant to this clause (y) shall terminate on the 181st day following the effectiveness of the Registration Statement.
Notwithstanding the foregoing, subject to applicable securities laws and the restrictions contained in the Companys charter, the undersigned may transfer any securities of the Company (including, without limitation, Common Stock) as follows: (i) the exercise of any options held by the undersigned into shares of Common Stock, including any sale, transfer or disposition of any shares of Common Stock of the Company that may be deemed to occur as consideration of the payment of the exercise price of such options in connection with a cashless exercise or net share settlement; provided that the shares of Common Stock issued upon the exercise of such options shall be subject to the transfer restrictions set forth herein, (ii) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein; (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein; (iv) as a distribution to stockholders, partners or members of the undersigned, provided that such stockholders, partners or members agree to be bound in writing by the restrictions set forth herein; (v) any transfer required under any benefit plans of the Company; (vi) as required by participants in the Companys stock incentive plans in order to reimburse or pay federal income tax and withholding obligations in connection with vesting of restricted stock grants or the exercise of stock options under clause (i) above; (vii) as collateral for any loan, provided that the lender agrees in writing to be bound by the restrictions set forth in herein; or (viii) with respect to sales of securities acquired after the Closing Time in the open market; provided that in the case of any such transfer contemplated by clauses (i)-(vii) a copy of the required agreement of the transferee or transferees is furnished immediately to FBR. For purposes of this agreement, immediate family shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.
For the avoidance of doubt, nothing shall prevent the undersigned from, or restrict the ability of the undersigned to, (i) purchase shares of Common Stock on the open market or (ii) exercise any options or other convertible securities granted under any benefit plan of the Company (but not the sale or transfer of the shares of Common Stock issued upon exercise of such options or conversion of such securities).
If:
(1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or
(2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period;
then, in each case, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or event. The undersigned may not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of
the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or FBR that the restrictions imposed by this agreement have expired.
4. The undersigned acknowledges that FBR is relying on the agreements of the undersigned set forth herein in making its decision to enter into the Agreement and to continue its efforts in connection with the Offering.
5. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws.
6. This Lock-Up Agreement may be executed in one or more counterparts and delivered by facsimile, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Lock-Up Agreement, or caused this Lock-Up Agreement to be executed, as of the date first written above.
Very truly yours, |
|
Name: |
Title: |
|
|
(Address) |
Exhibit E
CONSENT AND WAIVER AGREEMENT
This Consent and Waiver Agreement (this Agreement) is hereby entered into as of the 4th day of June, 2013, by and among the parties to that certain Registration Rights Agreement, dated as of October 16, 2009 (as amended, the Registration Rights Agreement), by and among National General Holdings Corp. (the Company), The Michael Karfunkel 2005 Grantor Retained Annuity Trust (the Trust), AmTrust Financial Services, Inc. (AFSI), AmTrust International Insurance, Ltd., as assignee of AFSI (together with AFSI, AmTrust) and Michael Karfunkel (together with the Trust and AmTrust, the Holders).
WHEREAS, Section 6.2 of the Registration Rights Agreement provides that the Company shall not grant any registration rights more favorable than, pari passu with or inconsistent with any of those contained therein, except with the unanimous written consent of the Qualified Purchasers (as defined therein).
WHEREAS, in connection with the contemplated offering of the Companys common stock as contemplated by the Companys Preliminary Offering Memorandum dated May 15, 2013 (the Offering), the Company intends to enter into a registration rights agreement by and between the Company and FBR Capital Markets & Co. (FBR) for the benefit of FBR and the Participants, as defined therein (the New Registration Rights Agreement).
WHEREAS, in order to facilitate the Offering, and as a condition thereto, the Parties desire to consent to the granting of the rights contained in the New Registration Rights Agreement and to waive certain of their rights and obligations under the Registration Rights Agreement.
NOW THEREFORE, it is hereby agreed that:
1. pursuant to Section 6.2 of the Registration Rights Agreement, the Holders hereby consent to the Companys execution and delivery of the New Registration Rights Agreement and the granting of the rights provided for therein;
2. pursuant to Section 8.1 of the Registration Rights Agreement, the Company and the Holders hereby waive, for a period ending on the 181st day following the effectiveness of the registration statement that the Company is required to file with the Securities and Exchange Commission pursuant to the New Registration Rights Agreement to register the resale of the shares sold in the Offering, any right and obligation they may have pursuant to the Registration Rights Agreement; and
3. this Agreement shall become effective immediately prior to the closing of the Offering, except that if the Offering does not close, this Agreement shall be void.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the parties below has duly executed this Agreement as of the date first above written.
NATIONAL GENERAL HOLDINGS CORP. | AMTRUST FINANCIAL SERVICES, INC. | |||||||
By: | /s/ Michael Weiner |
By: | /s/ Stephen Ungar | |||||
Name: | Michael Weiner | Name: | Stephen Ungar | |||||
Title: | Chief Financial Officer | Title: | Secretary | |||||
THE MICHAEL KARFUNKEL 2005 GRANTOR RETAINED ANNUITY TRUST | MICHAEL KARFUNKEL | |||||||
By: | /s/ Leah Karfunkel |
/s/ Michael Karfunkel | ||||||
Name: | Leah Karfunkel | |||||||
Title: | Trustee | |||||||
AMTRUST INTERNATIONAL INSURANCE, LTD. | ||||||||
By: | Stephen Ungar |
|||||||
Name: | Stephen Ungar | |||||||
Title: | Secretary |
Signature Page to Consent and Waiver Agreement
Exhibit F
CONSENT AND WAIVER AGREEMENT
This Consent and Waiver Agreement (this Agreement) is hereby entered into as of the 4th day of February, 2014, by and among the parties to that certain Registration Rights Agreement, dated as of October 16, 2009 (as amended, the Registration Rights Agreement), by and among National General Holdings Corp. (the Company), The Michael Karfunkel 2005 Grantor Retained Annuity Trust (the Trust), AmTrust Financial Services, Inc. (AFSI), AmTrust International Insurance, Ltd., as assignee of AFSI (together with AFSI, AmTrust) and Michael Karfunkel (together with the Trust and AmTrust, the Holders).
WHEREAS, Section 6.2 of the Registration Rights Agreement provides that the Company shall not grant any registration rights more favorable than, pari passu with or inconsistent with any of those contained therein, except with the unanimous written consent of the Qualified Purchasers (as defined therein).
WHEREAS, in connection with the contemplated offering of the Companys common stock as contemplated by the Companys Preliminary Offering Memorandum dated February 4, 2014 (the Offering), the Company intends to enter into a registration rights agreement by and between the Company and FBR Capital Markets & Co. (FBR) for the benefit of FBR and the Participants, as defined therein (the 2014 Registration Rights Agreement).
WHEREAS, in order to facilitate the Offering, and as a condition thereto, the Parties desire to consent to the granting of the rights contained in the 2014 Registration Rights Agreement and to waive certain of their rights and obligations under the Registration Rights Agreement.
NOW THEREFORE, it is hereby agreed that:
1. pursuant to Section 6.2 of the Registration Rights Agreement, the Holders hereby consent to the Companys execution and delivery of the 2014 Registration Rights Agreement and the granting of the rights provided for therein;
2. pursuant to Section 8.1 of the Registration Rights Agreement, the Company and the Holders hereby waive, for a period ending on the 30th day following the effectiveness of the registration statement that the Company is required to file with the Securities and Exchange Commission pursuant to the 2014 Registration Rights Agreement to register the resale of the shares sold in the Offering, any right and obligation they may have pursuant to the Registration Rights Agreement; and
3. this Agreement shall become effective immediately prior to the closing of the Offering, except that if the Offering does not close, this Agreement shall be void.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the parties below has duly executed this Agreement as of the date first above written.
NATIONAL GENERAL HOLDINGS CORP. | AMTRUST FINANCIAL SERVICES, INC. | |||||||
By: | /s/ Jeffrey Weissmann |
By: | /s/ Stephen Ungar | |||||
Name: | Jeffrey Weissmann | Name: | Stephen Ungar | |||||
Title: | General Counsel and Secretary | Title: | SVP, General Counsel & Secretary | |||||
THE MICHAEL KARFUNKEL 2005 GRANTOR RETAINED ANNUITY TRUST | MICHAEL KARFUNKEL | |||||||
By: | /s/ Leah Karfunkel |
/s/ Michael Karfunkel | ||||||
Name: | Leah Karfunkel | |||||||
Title: | Trustee | |||||||
AMTRUST INTERNATIONAL INSURANCE, LTD. | ||||||||
By: | Stephen B. Ungar |
|||||||
Name: | Stephen B. Ungar | |||||||
Title: | Secretary |
Signature Page to Consent and Waiver Agreement