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): July 9, 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 July 9, 2015, Patriot Risk Services, Inc. (the “Company”), a wholly owned subsidiary of Patriot National, Inc. (“Patriot National”), entered into a stock purchase agreement (the “Purchase Agreement”) with CWIBenefits, Inc., a Delaware corporation (“CWI”), and the shareholders of CWI (the “Sellers”), pursuant to which the Company acquired all of the outstanding equity of CWI for a maximum of $7,425,000. Pursuant to the Purchase Agreement, the Company paid CWI $2,750,000 in cash at closing. CWI will also be entitled to an earn-out payment of up to $4,675,000 approximately six months after closing, subject to reduction on a pro-rata basis if EBITDA does not meet certain targets. Neither Patriot National 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: July 9, 2015 | By: | /s/ Christopher A. Pesch | ||||
| Name: | Christopher A. Pesch | |||||
| Title: | Executive Vice President, General Counsel, Chief Legal Officer and Secretary | |||||