Item 1.01. Entry into a Material Definitive Agreement.
On January 18, 2021, United Insurance Holdings Corp. (the "Company"), together
with its wholly-owned subsidiaries, United Property and Casualty Insurance
Company, an insurance company organized under the laws of the State of Florida
("UPC"), and United Insurance Management, L.C., a Florida limited liability
company ("UIM"), entered into a Renewal Rights Agreement, dated as of January
18, 2021 (the "Renewal Rights Agreement"), with Homeowners Choice Property &
Casualty Insurance Company, Inc., an insurance company organized under the laws
of the State of Florida ("HPC"), and HCI Group, Inc., a Florida corporation
("HCI"), pursuant to which the Company, UPC and UIM agreed to sell, and HPC
agreed to purchase, the renewal rights to UPC's personal lines homeowners
business in Connecticut, Massachusetts, New Jersey and Rhode Island. The
transfer of policies is subject to regulatory approval. The sale was also
consummated on January 18, 2021.
As part of the sale of renewal rights, HCI issued to UPC 100,000 shares of HCI
common stock, no par value. In addition, following the collection by HPC of
$80,000,000 of the premium for the policies issued by HPC to replace the subject
personal lines homeowners policies, HPC will pay to UPC a renewal rights
commission (the "Renewal Rights Commission") in an amount equal to six percent
(6%) of such premium for each such replacement policy issued by HPC after such
time; provided, that the aggregate amount of Renewal Rights Commission payable
by HPC to UPC shall not exceed $3,100,000.
In connection with the sale of the renewal rights to HPC, UPC has entered into a
Property Quota Share Reinsurance Contract, dated as of January 18 2021 and
effective as of December 31, 2020 (the "Reinsurance Agreement") with HPC,
pursuant to which UPC cedes, and HPC assumes from UPC, a 69.5% quota share of
UPC's personal lines homeowners business in Connecticut, Massachusetts, New
Jersey and Rhode Island, on an in-force, new and renewal basis for the period
December 31, 2020 through May 31, 2021. In consideration for the reinsurance,
HPC will pay UPC a provisional ceding commission of 25% of premium earned during
the term of the contract that could increase up to 31.5% depending on the direct
loss ratio results for the reinsured business.
In connection with the issuance of shares of HCI common stock, UPC and HCI
entered into a Registration Rights Agreement, dated as of January 18, 2021 (the
"Registration Rights Agreement"), pursuant to which HCI granted UPC certain
shelf registration rights following expiration of a lock-up period of six
months. The Registration Rights Agreement also sets forth customary registration
procedures and indemnification provisions.
The description of the Renewal Rights Agreement, the Reinsurance Agreement and
the Registration Rights Agreement are qualified in their entirety by reference
to the full text of the applicable agreement, which are filed as Exhibit 10.1,
Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K
and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
Renewal Rights Agreement, dated as of January 18, 2021, by and among United
10.1 Property and Casualty Insurance Company, United Insurance Holdings Corp.,
United Insurance Management, L.C., Homeowners Choice Property & Casualty
Insurance Company, Inc., and HCI Group, Inc.
Property Quota Share Reinsurance Contract, dated as of January 18, 2021 and
10.2 effective as of December 31, 2020, by and between United Property and
Casualty Insurance Company and Homeowners Choice Property & Casualty
Insurance Company, Inc.
10.3 Registration Rights Agreement, dated as of January 18, 2021, by and between
United Property and Casualty Insurance Company and HCI Group, Inc.
99.1 Press Release issued on January 22, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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