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Business Combination and Term Loan from Principal Stockholder
6 Months Ended
Jun. 30, 2015
Business Combinations [Abstract]  
Business Combination and Term Loan from Principal Stockholder

9. Business Combination and Term Loan from Principal Stockholder

On July 1, 2015, in order to expand its geographic presence, the Company completed the acquisition of certain assets of Titan Insurance Services, Inc. and Titan Auto Insurance of New Mexico, Inc. (the “Titan Agencies”). These agencies sell private passenger non-standard automobile insurance, principally in California, but also in Texas, Arizona, Florida, Nevada and New Mexico.  Pursuant to the Asset Purchase Agreement (the “APA”), the Company paid a total of $34.5 million for the assets of 83 retail stores.

On June 30, 2015, prior to closing, the Company placed $33.7 million in cash on deposit with the sellers representing the purchase price and other closing adjustments for prepaid expenses and the Company’s assumption of the liability for return commissions as of the closing date. This net amount has been recorded in the accompanying consolidated financial statements as a “Deposit under asset purchase agreement.” The Company will account for the acquisition as a business combination applying the acquisition method. The Company is currently in the process of preparing a valuation of the tangible and intangible assets acquired, and as of the date of this report, has not completed the initial allocation of purchase consideration to the assets acquired and the liabilities assumed. The ultimate resolution of the amount of the liability for return commissions as of the closing date will result in an adjustment to goodwill. Goodwill and identifiable intangible assets from this acquisition will be deductible for tax purposes.

In connection with this acquisition, the Company also entered into an insurance agency contract with the parent company of the sellers under which it anticipates writing some of the business produced through these retail locations. In addition, the Company entered into a transaction services agreement with the parent company to assist in the transition of the acquired operations.

To finance this acquisition, on June 29, 2015, the Company borrowed the full amount under a $30 million Loan Agreement (the “Loan Agreement”) with Diamond Family Investments, LP, an affiliate of Gerald J. Ford, the Company’s controlling stockholder.  The Loan Agreement provided a $30 million interest-only senior term loan facility, maturing in full on June 29, 2025. Commencing June 29, 2016, the Company has the right to prepay the loan in whole or in part, in cash, without premium or penalty, upon written notice to the lender. Amounts prepaid under the Loan Agreement may not be reborrowed. The term loan outstanding under the Loan Agreement bears interest at a rate of 8% per annum. The Loan Agreement contains certain representations, warranties and covenants. The Loan Agreement also contains customary events of default, including but not limited to: nonpayment; material inaccuracy of representations and warranties; violations of covenants; cross-default to material indebtedness; certain material judgments; certain bankruptcies and liquidations; invalidity of the loan documents and related events; and a change of control (as defined in the Loan Agreement). The loan is presented in the accompanying financial statements net of unamortized loan issuance costs of $0.3 million.