UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event Reported):
Conifer Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
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(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 1, 2022, Conifer Holdings, Inc. (the “Company”), entered into a loss portfolio transfer (“LPT”) reinsurance agreement with Fleming Reinsurance Ltd (“Fleming Re”). Under the agreement, Fleming Re will cover an aggregate limit of $66.3 million of paid losses on $40.8 million of stated net reserves as of June 30, 2022, relating to accident years 2019 and prior. Within the aggregate limit, there is a $5.5 million loss corridor in which the Company retains losses in excess of $40.8 million.
Item 9.01. Financial Statements and Exhibits. |
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Exhibit 99.1 |
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Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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Conifer Holdings Inc. |
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Date: November 7, 2022 |
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By: |
/s/ BRIAN J. RONEY |
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Brian J. Roney |
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President |
Exhibit 99.1
News Release
For Further Information:
Jessica Gulis, 248.559.0840
ir@cnfrh.com
For Immediate Release
Conifer Holdings Announces Closing of Loss Portfolio Transfer Agreement
Troy, MI, November 7, 2022 – Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer”) today announced the execution of a Loss Portfolio Transfer (LPT) reinsurance agreement with Fleming Reinsurance Ltd (“Fleming Re”). Through this transaction, Conifer secured $20 million of adverse development cover for accident years 2019 and prior.
Under the agreement, Fleming Re will cover an aggregate limit of $66.3 million of paid losses on $40.8 million of stated net reserves as of June 30, 2022, relating to accident years 2019 and prior. Within the aggregate limit, there is a $5.5 million loss corridor in which the Company retains losses in excess of $40.8 million.
Management Comments
Jim Petcoff, Executive Chairman & co-CEO of Conifer, commented: “We are pleased to partner with Fleming Re on this reinsurance agreement, and we are eager to see our operating results bear out this efficient use of capital. ”
This transaction is one of several strategic initiatives currently being implemented, to strengthen Conifer’s overall financial position and accelerate its long-term profitability goals.
About Conifer
Conifer Holdings, Inc. is a specialty insurance holding company, offering customized coverage solutions tailored to the needs of our insureds. Nationwide, Conifer markets largely through independent agents, and is traded on the NASDAQ exchange under the symbol “CNFR”. Additional information is available on the Company’s website at www.CNFRH.com.
Forward-Looking Statement
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include Conifer’s expectations regarding premiums, earnings, its capital position, expansion, and
Conifer Holdings, Inc.Page 2
November 2, 2022
growth strategies. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information. The forward-looking statements are qualified by important factors, risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including those described in our form 10-K (“Item 1A Risk Factors”) filed with the SEC on March 10, 2022 and subsequent reports filed with or furnished to the SEC. Any forward-looking statement made by us in this report speaks only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable laws or regulations.
Document and Entity Information |
Nov. 01, 2022 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Entity Registrant Name | Conifer Holdings Inc. |
Entity Central Index Key | 0001502292 |
Document Period End Date | Nov. 01, 2022 |
Entity Emerging Growth Company | false |
Entity File Number | 001-37536 |
Entity Incorporation, State or Country Code | MI |
Entity Tax Identification Number | 27-1298795 |
Entity Address, Address Line One | 3001 West Big Beaver Road |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Troy |
Entity Address, State or Province | MI |
Entity Address, Postal Zip Code | 48084 |
City Area Code | 248 |
Local Phone Number | 559-0840 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of each class | Common Stock, no par value |
Trading Symbol(s) | CNFR |
Name of each exchange on which registered | NASDAQ |
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