NEW YORK, Sept. 20, 2016 (GLOBE NEWSWIRE) -- AmTrust Financial Services, Inc. (Nasdaq: AFSI ) (the "Company" or “AmTrust”) today announced that it priced on September 20, 2016 an underwritten public offering of 10.0 million of its depositary shares (the "Depositary Shares"), each representing a 1/40th interest in a share of its 6.95% Non-Cumulative Preferred Stock, Series F (the “Preferred Stock”), with a liquidation preference of $1,000.00 per share (equivalent to $25.00 per Depositary Share), or $250.0 million in aggregate liquidation preference. The offering price per Depositary Share is $25.00, for aggregate gross proceeds of $250.0 million. The Company has granted the underwriters a 30-day option, expiring on October 20, 2016, to purchase up to an additional 1,500,000 Depositary Shares from the Company on the same terms and conditions. Each Depositary Share entitles the holder to a proportional fractional interest in all rights and preferences of the Preferred Stock represented thereby (including any dividend, liquidation, redemption and voting rights). The Company expects the offering to close on September 27, 2016, subject to customary closing conditions. Dividends on the Preferred Stock represented by the Depositary Shares will be payable on the liquidation preference amount, on a non-cumulative basis, when, as and if declared by the board of directors of the Company, at a rate of 6.95% per annum, quarterly in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2016, from and including the date of original issuance. The Preferred Stock represented by the Depositary Shares is not redeemable prior to September 27, 2021. After that date, the Company may redeem, for cash, at its option, in whole or in part, the Preferred Stock represented by the Depositary Shares at a redemption price of $1,000.00 per share (equivalent to $25.00 per Depositary Share) plus any declared and unpaid dividends for prior dividend periods and accrued but unpaid dividends (whether or not declared) for the then current dividend period. The Company intends to apply to list the Depositary Shares for trading on the New York Stock Exchange. The Company expects to use the net proceeds from the offering for general corporate purposes, which may include contributions to our statutory capital of our insurance subsidiaries to support our growth, capital expenditures, stock repurchases, strategic acquisitions and/or other business opportunities.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any offer or sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The Depositary Shares may be offered only by means of a prospectus supplement and accompanying base prospectus. You may obtain a copy of the prospectus supplement and accompanying prospectus for free by visiting EDGAR on the SEC website at www.sec.gov . Alternatively, the underwriters may arrange to send you these documents if you request them by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, New York, NY 10014, or by email at prospectus@morganstanley.com ; from UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019, Attention: Prospectus Specialist, (888) 827-7275; from RBC Capital Markets, LLC, 200 Vesey Street, New York, NY 10281, Attention: Prospectus Department, (866) 375-6829; or from Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, Fourth Floor, New York, NY 10019, Attention: Capital Markets, (800) 966-1559.
Abou t AmTrust Financial Services, Inc.
AmTrust Financial Services, Inc., a multinational insurance holding company headquartered in New York City, offers specialty property and casualty insurance products, including workers' compensation, commercial automobile, general liability and extended service and warranty coverage through its primary insurance subsidiaries rated “A” (Excellent) by A. M. Best.
Forwar d-Looking Statements
This news release contains certain forward-looking statements that are intended to be covered by the safe harbors created by the Private Securities Litigation Reform Act of 1995. When we use words such as “anticipate,” “intend,” “plan,” “believe,” “estimate,” “expect,” or similar expressions, we do so to identify forward-looking statements. Examples of forward-looking statements include the plans and objectives of management for future operations, including those relating to future growth of our business activities and availability of funds, and are based on current expectations that involve assumptions that are difficult or impossible to predict accurately and many of which are beyond our control. Actual results may differ materially from those expressed or implied in these statements as a result of significant risks and uncertainties, including, but not limited to, non-receipt of expected payments from insureds or reinsurers, changes in interest rates, a downgrade in the financial strength ratings of our insurance subsidiaries, the effect of the performance of financial markets on our investment portfolio, the amounts, timing and prices of any share repurchases made by us under our share repurchase program, development of claims and the effect on loss reserves, accuracy in projecting loss reserves, the cost and availability of reinsurance coverage, the effects of emerging claim and coverage issues, changes in the demand for our products, our degree of success in integrating acquired businesses, the effect of general economic conditions, state and federal legislation, regulations and regulatory investigations into industry practices, risks associated with conducting business outside the United States, the impact of Brexit, developments relating to existing agreements, disruptions to our business relationships with Maiden Holdings, Ltd., National General Holdings Corp., or ACP Re, Ltd., breaches in data security or other disruptions with our technology, heightened competition, changes in pricing environments, and changes in asset valuations. Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those projected, is contained in our filings with the SEC, including our Annual Report on Form 10-K and our quarterly reports on Form 10-Q. The projections and statements in this news release speak only as of the date of this release and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
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For more information, please contact: AmTrust Financial Services, Inc. Investor Relations Elizabeth Malone CFA beth.malone@amtrustgroup.com 646.458.7924
