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

Date of report (Date of earliest event reported): May 22, 2015

 

 

Patriot National, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-36804   46-4151376

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

401 East Las Olas Boulevard, Suite 1650

Fort Lauderdale, Florida

  33301
(Address of Principal Executive Offices)   (Zip Code)

(954) 670-2900

(Registrant’s telephone number, including area code)

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:

 

¨ 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))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On May 22, 2015, TriGen Insurance Solutions, Inc. (“TriGen”), a wholly owned subsidiary of Patriot National, Inc. (the “Company”), entered into an asset purchase agreement (the “Purchase Agreement”) with Brandywine Insurance Advisors, LLC, a Pennsylvania limited liability company (“Brandywine”), and the sole equity holder of Brandywine, effective May 22, 2015 pursuant to which TriGen acquired substantially all of the assets of Brandywine for an estimated maximum of $4,205,000. Pursuant to the Purchase Agreement, TriGen paid Brandywine $2,000,000 in cash at closing. Brandywine will also be entitled to an earn-out payment of up to $2,205,000 approximately thirteen months after closing, subject to reduction on a pro-rata basis if EBITDA within a twelve month measurement period does not meet certain targets. Neither TriGen nor the Company assumed any material liabilities under the Purchase Agreement.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 is incorporated by reference into this Item 2.03.


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.

 

PATRIOT NATIONAL, INC.
Date: May 26, 2015 By:

/s/ Christopher A. Pesch

Name: Christopher A. Pesch
Title: Executive Vice President, General Counsel, Chief Legal Officer and Secretary