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 26, 2023

Conifer Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)

Michigan
001-37536
27-1298795
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

3001 West Big Beaver Road, Suite 200
Troy, MI 48084
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (248) 559-0840

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, no par value
 
CNFR
 
The Nasdaq Stock Market LLC

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. ☐

 

Item 8.01
Other Events.
 
On July 26, 2023 Conifer Holdings, Inc. (“the Company”) announced that it had extended its offer to exchange (the “Exchange Offer”) any and all validly tendered, not validly withdrawn and validly accepted outstanding 6.75% Senior Unsecured Notes due 2023 (the “Existing Notes”) for 9.75% Senior Unsecured Notes due 2028 (the “New Notes”) to be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 be extended until 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.
 
The Company issued a press release relating to the extension of the Exchange Offer, attached hereto as Exhibit 99.1, which is incorporated by reference in its entirety.
 
Item 9.01.
Financial Statements and Exhibits.

 Press Release Announcing Extension of Conifer Holdings, Inc.’s Exchange Offer, dated July 26, 2023
   
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 

SIGNATURE
 
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.

 
Conifer Holdings Inc.
     
Date: July 26, 2023
By:
/s/ BRIAN J. RONEY
   
Brian J. Roney
   
President



 

Exhibit 99.1


News Release

For Further Information:
Jessica Gulis, 248.559.0840
ir@cnfrh.com

For Immediate Release

Conifer Holdings, Inc. Announces Extension of Exchange Offer
 
Troy, MI, July 26, 2023 – 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.
 
 

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