Item 1.01. Conclusion of a significant definitive agreement.
The information set forth below under “Item 2.01 Completion of Acquisition or Disposal of Assets” of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
Item 2.01. Completion of acquisition or disposal of assets.
Pursuant to the MTA, on the Effective Date (as defined below), the Company has sold, and the Purchaser has purchased, 100% of the issued and outstanding Units of the Company’s Agent Subsidiary,
The MTA contains customary representations and warranties regarding Buyer, Sellers and HXS, as well as customary post-closing covenants. Following the closing of the transactions contemplated by the MTA, Sellers and Buyer have agreed to indemnify the other for breaches of representations, warranties, covenants and certain other matters specified therein. The Affiliates of the Buyer and the Sellers have also entered into certain other transaction documents in order to effect the transactions contemplated by the MTA.
As part of the MTA,
The foregoing descriptions of the MTA, the Reinsurance Agreement and the transactions contemplated by these documents do not purport to be complete and are qualified in their entirety by reference to the full text of (i) the MTA and (ii) the Reinsurance Agreement. Copies of the MTA and Reinsurance Agreement are filed as Exhibits 2.1 and 10.1, respectively, and are incorporated herein by reference in their entirety.
The MTA is not intended to provide further factual information about the parties. In particular, the representations and warranties contained in the MTA were made solely for the purposes of the MTA on the specified dates and for the sole benefit of the parties to the MTA. The representations and warranties contained in the MTA are subject to the limitations agreed to by the parties and are qualified by the information contained in the Confidential Disclosure Schedules provided in connection with the execution thereof.
Item 8.01. Other Events.
This current report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include statements concerning the current intention, belief or expectations of the company and its management team. . Investors are cautioned that these forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in forward-looking statements as a result of various factors, which could adversely affect the Company’s ability to realize the anticipated benefits of the transaction. Material risk factors and information about the Company are described under “Risk Factors” in our Form 10-K filed with the
federal securities law.
Section 9.01. Financial statements and supporting documents.
(d) Exhibits Exhibit No. Description 2.1 Master Transaction Agreement, dated as of
October 7, 2022, by and among Hallmark Financial Services, Inc., Hallmark Specialty Underwriters, Inc.and Starstone U.S. Holdings, Inc.* 10.1 Unearned Premium and Prospective Quota Share Reinsurance Agreement, dated as of October 7, 2022, by and among Hallmark Specialty Insurance Company, American Hallmark Insurance Company of Texas, Hallmark Insurance Company, Hallmark National Insurance Company and Starstone National Insurance Company. 99.1 Press release, dated October 7, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Hallmark Financial Services, Inc.agrees to furnish to the Securities and Exchange Commissiona copy of such schedules and exhibits, or any section thereof, upon request.
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