8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March 4, 2022

Atlas Financial Holdings, Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands	000-54627	27-5466079
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

953 American Lane, 3rd Floor Schaumburg, IL (Address of principal executive offices) 60173 (Zip Code)

Registrant's telephone number, including area code: (847) 472-6700

Not applicable

(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):

☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐            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: None

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. o  

Item 1.03 Bankruptcy or Receivership

As previously disclosed, and in connection with the restructuring and exchange of its 6.625% senior unsecured notes due 2022 (the “Notes”), on March 4, 2022, Atlas Financial Holdings, Inc. (the “Company”) filed a petition under chapter 15 of the United States Bankruptcy Code (the “Recognition Petition”), seeking that the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) enter an order (or orders) recognizing the previously disclosed foreign proceeding (the “Cayman Proceeding”) commenced before the Grand Court of the Cayman Islands (the “Grand Court”) and enforcing the scheme of arrangement of the Company approved and sanctioned by the Grand Court pursuant to section 86 of Part IV of the Companies Act (2021 Revision) of the Cayman Islands within the territorial jurisdiction of the United States (the “Recognition and Enforcement Order”). On March 4, 2022, the Bankruptcy Court issued an order, which, among other things, scheduled a hearing before the Bankruptcy Court for March 30, 2022, at 10:00 a.m. (ET) (the “Recognition Hearing”), and approved the form and manner of service of notice (the “Hearing Notice”). Instructions for submitting a response, answer or objection to the Recognition Petition or otherwise participating in the Recognition Hearing are included in the Hearing Notice. The Hearing Notice is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The description of the Hearing Notice does not purport to be complete and is qualified in its entirety by reference to the Hearing Notice filed herewith as an exhibit to this Current Report.

The Recognition Petition is the last key step in the previously disclosed restructuring and exchange of the Notes, being effectuated in accordance with the previously disclosed Restructuring and Support Agreement between the Company and the noteholders party thereto. The chapter 15 filing is seeking recognition and enforcement within the territorial jurisdiction of the United States of this restructuring and exchange of the Notes, which restructuring and exchange was approved and sanctioned by the Grand Court following the previously disclosed requisite vote in the Cayman Proceeding and does not compromise any other assets or liabilities of the Company. Neither the filing of the Recognition Petition nor the proceeding under chapter 15 of the United States Bankruptcy Code is expected to impact the Company’s day-to-day operations. The Company expects the Recognition and Enforcement Order to be issued shortly after the Recognition Hearing, which will enable the Company to complete the restructuring and exchange of the Notes.

DLA Piper LLP (US) is acting as United States restructuring counsel to the Company, together with Conyers Dill & Pearman LLP retained as Cayman Islands restructuring counsel, in connection with the Cayman proceeding.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements and information within the meaning of the federal securities laws regarding the Company and its businesses. Such statements are based on the current expectations, estimates, projections, and assumptions made by management. The words “anticipate,” “expect,” “believe,” “may,” “should,” “estimate,” “project,” “outlook,” “forecast” or similar words are used to identify such forward looking information. The forward-looking events and circumstances discussed in this report may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including risks regarding the effects and duration of the COVID-19 outbreak, the insurance industry, economic factors, and the equity markets generally and the other risk factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and subsequent periodic reports. Many of these uncertainties and risks are difficult to predict and beyond management’s control. No forward-looking statement can be guaranteed, including, without limitation, statements regarding whether the Recognition and Enforcement Order will be issued shortly after the Recognition Hearing, or at all, or regarding the completion of the restructuring and exchange. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made, and the Company and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Notice of (I) Filing of Chapter 15 Petition and Related Chapter 15 Documents, Seeking Recognition of Cayman Proceeding as Foreign Proceeding and (II) Hearing on Recognition and Enforcement of the Scheme of Arrangement, dated March 4, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

     

	ATLAS FINANCIAL HOLDINGS, INC. (Registrant)
By:	/s/ Paul A. Romano
Name:	Paul A. Romano
Title:	Vice President and Chief Financial Officer
	March 9, 2022

EX-99.1

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------- x In re: : Case No. 22-10260 (LGB) : ATLAS FINANCIAL HOLDINGS, INC., : : Chapter 15 Debtor in a Foreign Proceeding. : ---------------------------------------------------------- x NOTICE OF (I) FILING OF CHAPTER 15 PETITION AND RELATED CHAPTER 15 DOCUMENTS, SEEKING RECOGNITION OF CAYMAN PROCEEDING AS FOREIGN PROCEEDING AND (II) HEARING ON RECOGNITION AND ENFORCEMENT OF THE SCHEME OF ARRANGEMENT PLEASE TAKE NOTICE that on March 4, 2022 (the “Petition Date”), Atlas Financial Holdings, Inc., as duly appointed foreign representative (in such capacity, the “Foreign Representative”) for itself as the debtor (the “Foreign Debtor”) in a foreign proceeding, commenced in the Cayman Islands on January 4, 2022, pursuant to section 86 of the Companies Act (2021 Revision) (the “Companies Act”) and pending before the Grand Court of the Cayman Islands (the “Cayman Court”), Financial Services Division, as Cause No. FSD 3 of 2022, (the “Cayman Proceeding”) in connection with its scheme of arrangement (the “Scheme”), by and through its undersigned counsel, filed, among other documents, an Official Form B 401 Chapter 15 Petition for Recognition of a Foreign Proceeding [ECF No. 1] and the Verified Petition Under Chapter 15 of the Bankruptcy Code for Recognition of the Cayman Proceeding As a Foreign Proceeding, Enforcement of the Scheme of Arrangement Within the United States and Related Relief [ECF No. 2] (the “Verified Petition,” and together with the Petition, the “Chapter 15 Petition”) with the United States Bankruptcy Court for the Southern District of New York (the “Court”). PLEASE TAKE FURTHER NOTICE that the Foreign Representative seeks the entry of an order, recognizing the Cayman Proceeding as a foreign main proceeding (or, in the alternative, as a foreign nonmain proceeding) within the meaning of chapter 15 of the United States Code (the “Bankruptcy Code”) and enforcing the Scheme within the territorial jurisdiction of the United States. The Foreign Representative also seeks the entry of an order closing this chapter 15 case upon the filing of a notice of presentment of an order closing the chapter 15 case, which notice of presentment will be filed no earlier than the thirtieth day following the filing of the certificate of service of the Chapter 15 Petition in accordance with Bankruptcy Rule 5009(c). PLEASE TAKE FURTHER NOTICE that copies of the Chapter 15 Petition and other related filings in this case are also available (i) on the Court’s Electronic Case Filing System, which can be accessed from the Court’s website at http://ecfnysb.uscourts.gov (a PACER login and password are required), (ii) on the web page maintained by Donlin Recano & Company Inc. on behalf of the Foreign Representative at https://www.donlinrecano.com/atlasus or (iii) upon written request (including by e-mail) to counsel to the Foreign Representative: DLA Piper LLP (US), 1251 Avenue of the Americas, New York, New York 10020, Attn: R. Craig Martin,

- 2 - EAST\188191197.1 craig.martin@us.dlapiper.com, and DLA Piper LLP (US), 444 West Lake Street, Suite 900, Chicago, Illinois 60606, Attn: Oksana Koltko Rosaluk, oksana.koltkorosaluk@us.dlapiper.com. PLEASE TAKE FURTHER NOTICE that the Court has scheduled a hearing to consider the relief requested in the Chapter 15 Petition for March 30, 2022, at 10:00 a.m. (ET) (the “Hearing”). PLEASE TAKE FURTHER NOTICE that in accordance with General Order M-543, dated March 20, 2020 (Morris, C.J.), any parties wishing to participate in the Hearing must do so telephonically by making arrangements through CourtSolutions LLC (www.court- solutions.com). Instructions to register for CourtSolutions LLC are attached to General Order M-543.1 Objecting parties are required to telephonically attend the Hearing. PLEASE TAKE FURTHER NOTICE that in accordance with Rule 2002-4 of the Local Bankruptcy Rules for the Southern District of New York, the Court may order at the Hearing the scheduling of a case management conference to consider the efficient administration of the case. PLEASE TAKE FURTHER NOTICE that any party in interest wishing to submit a response, answer or objection to the Chapter 15 Petition must do so pursuant to the Bankruptcy Code and the Local and Federal Rules of Bankruptcy Procedure, and such response, answer or objection must (i) be in writing, (ii) set forth in detail the factual and legal bases therefor, (iii) be filed with the Court electronically in accordance with General Order M-399 (a copy of which may be viewed on the Court’s website at www.nysb.uscourts.gov) and with the Court’s Procedures for the Filing, Signing and Verification of Documents by Electronic Means and (iv) served upon counsel for the Foreign Representative, DLA Piper LLP (US), 1251 Avenue of the Americas, New York, New York 10020, Attn: R. Craig Martin, craig.martin@us.dlapiper.com, and DLA Piper LLP (US), 444 West Lake Street, Suite 900, Chicago, Illinois 60606, Attn: Oksana Koltko Rosaluk, oksana.koltkorosaluk@us.dlapiper.com, so as to be received on or before 5:00 P.M. (ET) on March 23, 2022, that is seven (7) days prior to the Hearing. A courtesy copy of any objection or response shall also be provided to the Chambers of the Honorable Lisa G. Beckerman, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York, 10004-1408. PLEASE TAKE FURTHER NOTICE that all parties in interest opposed to the Chapter 15 Petition or the Foreign Representative’s request for relief must appear telephonically at the Hearing, which may be adjourned from time to time without further notice except for an in-court announcement at the Hearing or a filing on the docket of this case of the date and time to which the Hearing has been adjourned. PLEASE TAKE FURTHER NOTICE THAT IF NO RESPONSES OR OBJECTIONS ARE RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE FOREIGN REPRESENTATIVE WITHOUT FURTHER NOTICE OR HEARING. 1 A copy of the General Order M-543 can be obtained by visiting: https://www.nysb.uscourts.gov/news/general-order-m-543-court-operations-under-exigent-circumstances-created- covid-19

- 3 - EAST\188191197.1 Dated: March 4, 2022 Respectfully submitted, New York, New York DLA PIPER LLP (US) By: /s/ R. Craig Martin R. Craig Martin, Esq. Britney Frates, Esq. 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 335-4500 Fax: (212) 335-4501 Email: craig.martin@us.dlapiper.com Email: britney.frates@us.dlapiper.com -and- Oksana Koltko Rosaluk (pro hac vice admission pending) 444 West Lake Street, Suite 900 Chicago, Illinois 60606 Telephone: (312) 368-3974 Fax: (312) 251-5874 Email: oksana.koltkorosaluk@us.dlapiper.com Counsel to Atlas Financial Holdings, Inc. as Foreign Representative

Exhibit A (Chapter 15 Petition) [To be attached for service]

XML

Cover	Mar. 04, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 04, 2022
Entity Registrant Name	Atlas Financial Holdings, Inc.
Entity Central Index Key	0001539894
Amendment Flag	false
Entity Incorporation, State or Country Code	E9
Entity File Number	000-54627
Entity Tax Identification Number	27-5466079
Entity Address, Address Line One	953 American Lane
Entity Address, Address Line Two	3rd Floor
Entity Address, City or Town	Schaumburg
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60173
City Area Code	847
Local Phone Number	472-6700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false