0001365555-12-000021.txt : 20121101 0001365555-12-000021.hdr.sgml : 20121101 20121101075439 ACCESSION NUMBER: 0001365555-12-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121031 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121101 DATE AS OF CHANGE: 20121101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Amtrust Financial Services, Inc. CENTRAL INDEX KEY: 0001365555 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 043106389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33143 FILM NUMBER: 121172145 BUSINESS ADDRESS: STREET 1: 59 MAIDEN LANE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: (212) 220-7120 MAIL ADDRESS: STREET 1: 59 MAIDEN LANE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 8-K 1 bloom8-k10x5x12draft.htm FORM 8-K Bloom8-K10-5-12DRAFT

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): October 31, 2012
AmTrust Financial Services, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-33143
04-3106389
(State or other jurisdiction
(Commission
IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
 
59 Maiden Lane, 6th Floor, New York, New York
 
10038
(Address of principal executive offices)
 
(Zip Code)
 
 
 
Registrant’s telephone number, including area code
 
(212) 220-7120
 
 
 
 
 
 
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4 (c))




Item 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 31, 2012, AmTrust Financial Services, Inc. (the "Company"), through its wholly-owned subsidiary IGI Group Limited, entered into a Sale and Purchase Agreement (the "Purchase Agreement") with Ally Insurance Holdings, Inc. (the "Seller"), pursuant to which the Company will acquire all of the issued and outstanding shares of capital stock of Car Care Plan (Holdings) Limited ("CCPH"), a wholly-owned subsidiary of the Seller. CCPH is an administrator, insurer and provider of auto extended warranty, guaranteed asset protection (GAP), Wholesale Floorplan Insurance and other complementary insurance products. CCPH underwrites its products and the products of third-party administrators through its subsidiary Motors Insurance Company Limited, a UK insurer authorized by the Financial Services Authority. CCPH has approximately 350 employees and is headquartered in Thornbury, West Yorkshire in England with operations in the United Kingdom, Europe, China, North America and Latin America.
The purchase price to be paid by the Company for the shares of CCPH will be the consolidated tangible book value of CCPH as of the closing, subject to certain adjustments, including reduction for (a) costs relating to the transfer and reorganization of certain foreign subsidiaries, (b) liabilities of CCPH in respect of certain pension plans maintained by CCPH, and (c) costs relating to the transfer and maintenance of information technology. The Company currently estimates that the adjusted purchase price will be approximately $70,000,000.
The Purchase Agreement contains customary covenants of the Seller, including, among others, the Seller's covenant to operate the business of CCPH in the ordinary course of business consistent with past practice between the execution of the Agreement and the closing of the transaction. Significant other covenants of the Seller include (i) not conducting or participating in a business that competes with the business of CCPH for a period of three years after the closing, subject to certain limited exceptions, and (ii) not soliciting for employment certain key employees of CCPH for a period of three years after the closing. The Seller and the Company make customary warranties in the Purchase Agreement, which survive the Closing and generally terminate eighteen months thereafter, and will provide indemnity for breaches of their respective warranties. The Seller will also provide additional indemnity for liabilities of CCPH in respect of certain pension plans previously maintained by affiliates of CCPH, tax liabilities and other matters.

In connection with the closing of the transaction, the parties (or their affiliates) have agreed to enter into certain other agreements, including a Transition Services Agreement, pursuant to which the Seller will provide certain transitional services to IGI Group Limited and the Company, and two Reinsurance Agreements, pursuant to which affiliates of the Seller will reinsure certain insurance contracts of such affiliates with affiliates of IGI Group Limited.
  
The transaction, which is expected to close in the first quarter of 2013, is subject to customary closing conditions, including approval of the transaction by the Financial Services Authority of the United Kingdom.
A copy of the Company's press release announcing the foregoing transaction is attached hereto as Exhibit 99.1.
Item 9.01    FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No.
 
Description
 
 
 
99.1
 
Press Release, dated November 1, 2012, announcing the transaction.





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
AmTrust Financial Services, Inc.
 
 
(Registrant)
 
 
 
 
 
 
Date: November 1, 2012
By:
/s/ Stephen Ungar
 
 
Stephen Ungar
 
 
General Counsel and Secretary











EX-99.1 2 exhibit991projectbloompres.htm EXHIBIT 99.1 Exhibit991ProjectBloompressrelease
Exhibit 99.1

AmTrust Financial Services, Inc. Enters Into Agreement to Acquire Car Care Plan (Holdings) Limited
NEW YORK, November 1, 2012 (GLOBE NEWSWIRE) -- AmTrust Financial Services, Inc. (Nasdaq:AFSI) (the “Company”) announced today that one of its wholly owned subsidiaries has entered into an agreement to acquire Car Care Plan (Holdings) Limited (“CCPH”) from Ally Insurance Holdings, Inc. (“Ally”) for approximately $70 million. The Company expects to fund the purchase using existing working capital. CCPH has total assets in excess of $360 million. Over the next year, CCPH is projected to generate revenue for the Company in excess of $140 million including fee income of more than $30 million and pre-tax profits of over $14 million.
CCPH, a wholly owned subsidiary of Ally, provides insurance and administrative services to major auto manufacturers for auto extended warranty, guaranteed asset protection (GAP), wholesale floor plan insurance and other auto warranty and insurance products. CCPH underwrites many of its products as well as the products of third-party administrators through its subsidiary Motor Insurance Company Limited, and FSA-authorized UK insurer. CCPH is headquartered in Thornbury, West Yorkshire in England. CCPH has operations in the United Kingdom, Europe, China, North America and Brazil.
“We are excited about the addition of CCPH’s successful and geographically diverse extended warranty and insurance platform,” said the Company's President and CEO, Barry Zyskind. “The combination of CCPH with our existing operations significantly expands our international warranty footprint and positions AmTrust to provide a unique international operation to service the growing needs of large auto manufacturers. The talent and experience of the combined organization is expected to accelerate revenue growth and enhance shareholder value as we deliver market leading insurance products and services to our clients.”
About AmTrust Financial Services, Inc.
AmTrust Financial Services, Inc., headquartered in New York City, is a multinational insurance holding company, which, through its insurance carriers, offers specialty property and casualty insurance products, including workers' compensation, commercial automobile and general liability; extended service and warranty coverage. For more information about AmTrust, visit www.amtrustgroup.com, or call AmTrust toll-free at 855-327-2223.
The AmTrust Financial Services, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3280
Forward Looking Statements
This news release contains "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that actual developments will be those anticipated by the Company. Actual results may differ materially from those expressed or implied in these statements as a result of significant risks and uncertainties, including, but not limited to, non-receipt of expected payments from insureds or reinsurers, changes in interest rates, a downgrade in the financial strength ratings of our insurance subsidiaries, the effect of the performance of financial markets on our investment portfolio, our estimates of the fair value of our life settlement contracts, development of claims and the effect on loss reserves, accuracy in



projecting loss reserves, the cost and availability of reinsurance coverage, the effects of emerging claim and coverage issues, changes in the demand for our products, our degree of success in integrating acquired businesses, the effect of general economic conditions, state and federal legislation, regulations and regulatory investigations into industry practices, risks associated with conducting business outside the United States, developments relating to existing agreements, disruptions to our business relationships with Maiden Holdings, Ltd., American Capital Acquisition Corporation, or third party agencies and warranty administrators, difficulties with technology or breaches in data security, heightened competition, changes in pricing environments, and changes in asset valuations. The forward-looking statements contained in this news release are made only as of the date of this release. The Company undertakes no obligation to publicly update any forward-looking statements except as may be required by law. Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those projected, is contained in the Company's filings with the Securities and Exchange Commission, including its annual report on Form 10-K and its quarterly reports on Form 10-Q.
AFSI-F
CONTACT: AmTrust Financial Services, Inc.
         
         Investor Relations
         Elizabeth Malone CFA
         beth.malone@amtrustgroup.com
         646.458.7924

         Hilly Gross
         hilly.gross@amtrustgroup.com
         646.458.7925