UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2017
HERITAGE INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36462 | 45-5338504 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| Heritage Insurance Holdings, Inc. 2600 McCormick Drive, Suite 300 Clearwater, Florida |
33759 | |
| (Address of principal executive offices) | (Zip Code) |
(727) 362-7202
(Registrant’s telephone number, including area code)
N/A
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
This Current Report on Form 8-K/A amends and supplements the current report on Form 8-K of Heritage Insurance Holdings, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2017 (the “Form 8-K”), which reported under Item 2.01 the completion of the Company’s acquisition of all of the outstanding capital stock of NBIC Holdings, Inc. (“NBIC”), the parent company of Narragansett Bay Insurance Company, resulting in NBIC becoming a wholly-owned subsidiary of the Company (the “NBIC Acquisition”). This amendment to the Form 8-K is filed to provide the financial statements of NBIC and the pro forma financial information of the Company as required by Item 9.01.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Unaudited interim consolidated financial statements of NBIC Holdings, Inc. and its subsidiaries, comprised of the consolidated balance sheets as of September 30, 2017 and 2016, the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the nine months ended September 30, 2017 and 2016, and the related notes to the unaudited interim consolidated financial statements, are attached hereto as Exhibit 99.2.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of Heritage Insurance Holdings, Inc. as of and for the nine months ended September 30, 2017, giving effect to the NBIC Acquisition, is attached hereto as Exhibit 99.4.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HERITAGE INSURANCE HOLDINGS, INC. | ||||||
| Date: February 1, 2018 | By: | /s/ Bruce Lucas | ||||
| Bruce Lucas | ||||||
| Chairman & Chief Executive Officer | ||||||