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
August 1, 2013
Date of report (Date of earliest event reported)
Universal Insurance Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-33251 | 65-0231984 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(IRS Employer Identification No.) |
1110 W. Commercial Boulevard, Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices)
Registrants telephone number, including area code: (954) 958-1200
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 communication 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)). |
ITEM 1.01 | Entry into a Material Definitive Agreement |
On August 1, 2013, Universal Insurance Holdings, Inc. (Company) entered into a repurchase agreement with Bradley I. Meier, the Companys former Chairman, President and Chief Executive Officer and a principal stockholder of the Company (Repurchase Agreement). Pursuant to the Repurchase Agreement, the Company agreed to repurchase 350,000 shares of the Companys common stock owned by Mr. Meier (Shares). The repurchase of the Shares occurred today for a repurchase price of $7.02 per share, representing a discount from the current market price of the Companys common stock. After the Companys repurchase of the Shares, Mr. Meier will own in the aggregate 3,184,673 shares, or 9.1% of the Companys currently outstanding common stock.
As previously disclosed, Mr. Meier granted the Company a right of first refusal on any future sale or transfer of his Company shares to a third party through December 31, 2014. Also as previously disclosed, the Company assigned a portion of its right of first refusal to RenaissanceRe Ventures Ltd. (RenRe) in connection with a series of transactions with RenRe. RenRe declined to exercise its right of first refusal to repurchase a portion of the Shares.
The preceding summary of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
ITEM 7.01 | Regulation FD Disclosure |
The Company is disclosing under Item 7.01 of this Current Report on Form 8-K information contained in the press release filed as Exhibit 99.1 to this report. The information furnished pursuant to, and incorporated by reference in, this Item 7.01 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 | Financial Statements and Exhibits |
(d) | Exhibits: |
10.1 | Repurchase Agreement, dated August 1, 2013, by and between Mr. Meier and the Company | |
99.1 | Press release dated August 1, 2013 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 1, 2013 | UNIVERSAL INSURANCE HOLDINGS, INC. | |||||
/s/ Sean P. Downes | ||||||
Sean P. Downes | ||||||
President and Chief Executive Officer |
Exhibit 10.1
EXECUTION COPY
REPURCHASE AGREEMENT
THIS REPURCHASE AGREEMENT (this Agreement) is made and entered into as of August 1, 2013, by and between Universal Insurance Holdings, Inc., a Delaware corporation (the Company), and Bradley I. Meier, an individual with an address at 229 Ocean Blvd., Golden Beach, Florida 33160 (Seller).
WHEREAS, Seller owns in the aggregate 3,534,673 shares of common stock of the Company, par value $0.01 per share (collectively, the Shares);
WHEREAS, Seller desires to sell to the Company, and the Company desires to repurchase and redeem from Seller, 350,000 of the Shares (the Repurchase Shares), on the terms and conditions set forth in this Agreement (the Repurchase); and
WHEREAS, Seller and the Company intend the Repurchase to be an isolated transaction between them.
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Purchase and Sale. Contemporaneously with the execution and delivery of this Agreement, Seller hereby sells, assigns and transfers to the Company, and the Company hereby purchases, accepts and acquires from Seller, the Repurchase Shares in consideration of the payment by the Company to Seller contemporaneously herewith of U.S. $2,457,000.00 by wire transfer of immediately available funds to Sellers designated account (the Purchase Price). Seller shall deliver to the Company contemporaneously herewith stock certificates representing such Repurchase Shares, accompanied by stock powers and, subject to Section 6(h), bearing or accompanied by all requisite stock transfer stamps.
2. Representations and Warranties of Seller. Seller hereby represents and warrants to the Company as follows:
(a) Seller has full power and authority to execute and deliver this Agreement and to perform Sellers obligations hereunder. This Agreement has been duly authorized, executed, and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, and general equitable principles.
(b) Seller is the holder of record or beneficially owns all of the Shares.
(c) Upon (i) delivery to the Company of certificates representing the Repurchase Shares, duly endorsed by Seller for transfer to the Company, or (ii) confirmation reasonably acceptable to the Company of the transfer to the Company of any Repurchase Shares held by Seller in book-entry position, and upon Sellers receipt of payment therefor, Seller will have transferred to the Company good and marketable title to the Repurchase Shares, free and clear of all liens, encumbrances, claims of third parties, security interests, mortgages, pledges, agreements, options, warrants, rights of first refusal and rights of others of any kind or nature whatsoever, whether or not filed, recorded or perfected.
(d) Seller is not a party to or subject to any suit or any administrative, arbitration or other proceeding with respect to the Shares or any judgment, decree or order entered in any suit or proceeding brought by any governmental agency or other person enjoining or otherwise restraining or restricting Seller with respect to the Shares, and, to the best of Sellers knowledge, no such suit or proceeding is threatened against Seller.
(e) Other than any required filings under U.S. securities laws, Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental or regulatory authority or any other person in order to consummate any transfer of the Repurchase Shares to the Company. The execution, delivery and performance of this Agreement by Seller will not violate, result in the breach of or constitute a default under any contract, instrument or other agreement to which Seller is bound. To the best of Sellers knowledge, Seller has in all material respects owned and held the Shares in accordance with all applicable laws and requirements of governmental authorities.
(f) As the former Chairman, President and Chief Executive Officer of the Company, Seller was familiar with the condition (financial and otherwise), properties, assets, liabilities, business operation and prospects of the Company as of February 22, 2013. Seller has such knowledge and experience in business and financial matters that Seller is capable of evaluating the merits and risks of the Repurchase.
(g) Seller acknowledges that the Company is in possession of material nonpublic information regarding the Company not known to Seller. Contemporaneously herewith, Seller has delivered to the Company an executed big boy letter in the form previously agreed by Seller and the Company.
(h) Seller and his advisors have had an opportunity to ask questions of, and to receive information from, the Company and persons acting on its behalf concerning the terms of this Agreement and the terms and conditions of the Repurchase as set forth herein. Seller participated in the drafting and negotiation of, has carefully read and is familiar with this Agreement. Seller acknowledges that he has had an opportunity to consult with counsel and other advisors about this Agreement and the Repurchase. Seller has received no representations or warranties from the Company, its affiliates, employees, agents or attorneys in making his decision to enter into this Agreement, other than as set forth herein.
3. Representations and Warranties of the Company. The Company represents and warrants to Seller as follows:
(a) The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, and general equitable principles.
(b) The Company is the issuer of the Shares.
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(c) Other than any required filings under U.S. securities laws, the Company is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental or regulatory authority or any other person in order to consummate the transfer of the Repurchase Shares. The execution, delivery and performance of this Agreement by the Company will not violate, result in the breach of or constitute a default under any contract, instrument or other agreement to which the Company is bound, or result in the violation of any provision of its charter, bylaws or similar organizational documents.
(d) The Company is not a party to or subject to any suit or any administrative, arbitration or other proceeding or any judgment, decree or order entered in any suit or proceeding brought by any governmental agency or other person enjoining or otherwise restraining or restricting the Company with respect to the transactions contemplated hereby, and, to the best of the Companys knowledge, no such suit or proceeding is threatened against the Company.
4. Termination and Survival. Notwithstanding anything to the contrary contained herein, this Agreement and the rights and obligations of the parties hereunder shall be deemed revoked, annulled, rescinded and of no force or effect (and any Repurchase Shares previously delivered to the Company shall be returned to Seller), if the Company shall have failed to deliver to Seller the Purchase Price within forty-eight (48) hours after the execution and delivery of this Agreement by the parties hereto. All representations and warranties of Seller and the Company contained in this Agreement shall survive indefinitely to the extent this Agreement is not otherwise terminated in accordance with this Section 4.
5. Dividends and Distributions. Seller shall be entitled to receive all dividends and distributions paid by the Company in respect of the Shares to the extent the record date for such dividends and distributions is on or prior to the consummation of the related purchase and sale of such Shares hereunder.
6. Miscellaneous Provisions.
(a) Further Assurances. Each of the parties hereto shall take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and existing agreements or otherwise reasonably required to be taken or done by it to consummate the transactions contemplated hereby in accordance with the terms hereof and to more fully and effectively vest in the Company title to the Repurchase Shares. To the extent Seller delivers to the Company one or more certificates representing more than the number of Shares required to sold to the Company hereunder, the Company shall promptly issue replacement certificates to Seller representing the remaining number of Shares not otherwise sold to the Company, and the Company shall update its stock ledger and other stock transfer records to reflect the issuance of such replacement certificates.
(b) Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the parties to this Agreement and the successors and assigns of the parties hereto; provided, however, that, no rights, obligations or liabilities hereunder will be assignable by any party without the prior written consent of the other parties.
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(c) No Third Party Beneficiaries. This Agreement is not intended to confer any rights or remedies hereunder upon, and will not be enforceable by, any other person or entity, other than the parties to this Agreement.
(d) Controlling Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law provisions thereof.
(e) Entire Agreement; Amendments; Waiver. This Agreement constitutes the entire contract between the parties hereto pertaining to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral, of the parties. There are no representations, warranties, or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the parties to be bound thereby. Any agreement on the part of the parties to waive any term or provision of this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of the party against whom the waiver is to be effective. No such waiver shall constitute a waiver of, or estoppel with respect to, any subsequent or other inaccuracy, breach or failure to strictly comply with the provisions of this Agreement.
(f) Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile or other electronic delivery, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement.
(g) Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (i) upon delivery, if delivered in person, (ii) upon receipt of written confirmation of transmission, if transmitted by facsimile or other electronic communication (with written confirmation and a copy of the notice or other communication mailed by express courier or certified or registered mail, return receipt requested) or (iii) one (1) business day after it is sent, if delivered by an express courier (with written confirmation), to the parties at the following addresses:
If to the Company:
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard
Fort Lauderdale, Florida 33309
Attention: Stephen J. Donaghy
Facsimile: (954) 958-1201
E-mail: sdonaghy@universalproperty.com
with a copy (which shall not constitute notice) to:
K&L Gates LLP
1601 K Street, NW
Washington, DC 20006
Attention: Alan J. Berkeley
Facsimile: (202) 778-9100
E-mail: alan.berkeley@klgates.com
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If to Seller:
Bradley I. Meier
229 Ocean Blvd.
Golden Beach, Florida 33160
Facsimile: (954) 958-1202
E-mail: bmeier311@aol.com
with a copy (which shall not constitute notice) to:
Vedder Price P.C.
222 North LaSalle Street
Chicago, Illinois 60601
Attention: Michael A. Nemeroff
Facsimile: (312) 609-5005
E-mail: mnemeroff@vedderprice.com
(h) Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. Seller and the Company shall pay their respective brokerage fees, commissions, and finders fees, if any, and shall indemnify and hold the other party harmless from and against any and all other claims or liabilities for brokerage fees, commissions, and finders fees incurred by reason of any action taken by such party. Notwithstanding the foregoing, all transfer and documentary taxes relating to the purchase and sale of the Shares hereunder shall be borne by the Company.
[Signatures follow on the next page.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
UNIVERSAL INSURANCE HOLDINGS, INC. | ||
By: | /s/ Sean P. Downes | |
Name: Sean P. Downes | ||
Title: President and Chief Executive Officer | ||
By: | /s/ Bradley I. Meier | |
Bradley I. Meier |
[Repurchase Agreement]
Exhibit 99.1
UNIVERSAL INSURANCE HOLDINGS, INC.
ANNOUNCES ADDITIONAL SHARE REPURCHASE
Fort Lauderdale, Fla., August 1, 2013 Universal Insurance Holdings, Inc. (Company) (NYSE MKT: UVE), announced that it has repurchased an additional 350,000 shares of the Companys common stock from Bradley I. Meier, the Companys former Chief Executive Officer, at $7.02 per share, in a privately negotiated transaction. As previously announced, the Company has a right of first refusal to purchase shares of the Companys common stock offered for sale by Mr. Meier through December 31, 2014. The repurchase price represents a discount of 10.7 percent from yesterdays closing price of the Companys common stock.
Sean P. Downes, the Companys President, Chief Executive Officer and a director, stated, Todays transaction, together with our other repurchases of common stock during 2013, bring the total number of shares that the Company has repurchased to just over seven million, with a weighted average purchase price of $4.35 per share, which is a substantial discount to the current market price. Through these collective transactions we have reduced our shares of common stock outstanding by approximately 17 percent compared to March 31, 2013. We are pleased to be in a position to add value to our shareholders through these repurchases and believe that the transactions reflect our confidence in the long-term prospects for our Company.
About Universal Insurance Holdings, Inc.
Universal Insurance Holdings, Inc., with its wholly-owned subsidiaries, is a vertically integrated insurance holding company performing all aspects of insurance underwriting, distribution and claims. Universal Property & Casualty Insurance Company (UPCIC), a wholly-owned subsidiary of the Company, is one of the leading writers of homeowners insurance in Florida and is now fully licensed and has commenced its operations in North Carolina, South Carolina, Hawaii, Georgia, Massachusetts and Maryland. American Platinum Property and Casualty Insurance Company, also a wholly-owned subsidiary, currently writes homeowners multi-peril insurance on Florida homes valued in excess of $1 million, which are limits and coverages currently not targeted through its affiliate UPCIC. For additional information on the Company, please visit our investor relations website at www.universalinsuranceholdings.com.
Forward-Looking Statements and Risk Factors
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words believe, expect, anticipate, and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such statements may include commentary on plans, products and lines of business, marketing arrangements, reinsurance programs and other business developments and assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future results could differ materially from those described and the Company undertakes no obligation to correct or update any forward-looking statements. For further information regarding risk factors that could affect the Companys operations and future results, refer to the Companys reports filed with the Securities and Exchange Commission, including the Form 10-K for the year ended December 31, 2012 and the Form 10-Q for the quarter ended March 31, 2013.
Investor Contact:
Philip Kranz, Dresner Corporate Services, 312-780-7240, pkranz@dresnerco.com
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