Conifer Holdings, Inc. Announces Extension of Exchange Offer
2023年7月26日 - 9:30PM
Conifer Holdings, Inc. (NASDAQ: CNFR) (“Conifer”
or the “Company”), announced today that it extended its offer to
exchange (the “Exchange Offer”) its outstanding 6.75% Senior
Unsecured Notes due 2023 (the “Existing Notes”) for 9.75% Senior
Unsecured Notes due 2028 (the “New Notes”) to be issued by the
Company. The Company also is offering up to $25,000,000 in
aggregate principal amount of New Notes for cash (the “New
Offering”), which are being offered on a reasonable best efforts
basis and are still available for purchase.
The Exchange Offer, which was previously
scheduled to expire at 5:00 p.m., New York City time, on July 25,
2023, will now expire at 6:00 p.m., New York City time, on August
1, 2023, unless earlier terminated or extended by the Company (such
date and time, including any extension, the “Expiration Date”). Any
Existing Notes tendered may be withdrawn at any time prior to the
Expiration Date, but not thereafter (the “Withdrawal Deadline”).
Except for the extension of the Expiration Date and Withdrawal
Deadline, all other terms of the Exchange Offer remain in full
force and effect. Janney Montgomery Scott and American Capital
Partners, LLC are serving as dealer managers for the Exchange Offer
and placement agents for the New Offering.
Conifer Holdings said it has been informed by
the dealer managers and placement agents that, as of July 25, 2023
at 5:00 p.m., New York City time, approximately $5.2 million in
aggregate principal amount of the Existing Notes had been tendered
in the Exchange Offer, which amount represents approximately 21.5%
of the Existing Notes.
The New Notes are being issued pursuant to a
registration statement on Form S-4 and Form S-1, as amended,
including a prospectus, which was filed with the Securities and
Exchange Commission (the "SEC") which was declared effective by the
SEC. The Company has applied for the New Notes to be listed on the
Nasdaq Global Market under the ticker symbol “CNFRZ”.
This news release is for informational purposes
only and does not constitute an offer to sell or a solicitation of
an offer to participate in the New Offering or the Exchange Offer,
nor shall there be any sale of the New Notes or exchange of the
Existing Notes in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. Copies of the final
prospectus can be obtained without charge by visiting EDGAR on the
SEC Website at www.sec.gov; by contacting Alliance Advisors, LLC,
200 Broadacres Drive, Bloomfield, New Jersey 07003; by calling
toll-free at 855-737-3176; or by e-mail at
CNFRL@allianceadvisors.com
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 Statements
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
statements about the listing of the New Notes on the Nasdaq Global
Market and the availability of the New Notes pursuant to the New
Offering. 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 the “Risk
Factors” section of our Registration Statement on Form S-4 and S-1
filed with the SEC on May 26, 2023, as amended and supplemented,
and our Annual Report on Form 10-K for the year ended December 31,
2022 filed with the SEC on March 27, 2023, and in 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.
For Further Information:
Jessica Gulis, 248.559.0840
ir@cnfrh.com
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