Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of September 1, 2021, the Board of Directors (the "Board") of Atlas
Financial Holdings, Inc. (the "Company") appointed Kurt Lageschulte to the Board
to fill the vacancy created upon the previously disclosed resignation of Walter
Walker. Mr. Lageschulte is the Portfolio Manager of investment funds which
collectively hold significant positions in the Company's 6.625% senior unsecured
notes due 2022 (the "Notes") and the Company's ordinary shares and are lenders
under the previously disclosed Credit Agreement, dated September 1, 2021, by and
among the Company, certain of the Company's subsidiaries, Sheridan Road
Partners, LLC as agent, and certain holders of the Notes. Each of such
investment funds is also a party to the previously disclosed Restructuring
Support Agreement, dated August 31, 2021, by and among the Company and holders
of approximately 48% of the Notes. Mr. Lageschulte has not been appointed to any
committees at this time, however, Mr. Lageschulte will likely be added to one or
more committees following the next scheduled Board meeting.
Mr. Lageschulte will receive the same compensation as other non-employee
directors, which as of June 16, 2021 consists of a $55,000 annual cash retainer.
If Mr. Lageschulte is appointed to join or chair one or more committees, he will
receive an additional retainer as more fully described in the Company's most
recent proxy statement.
Item 7.01. Regulation FD Disclosure.
On September 7, 2021, the Company issued a press release announcing the
appointment of Kurt Lageschulte to the Board of Directors. A copy of the press
release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto,
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and shall not be deemed
incorporated by reference into any filing under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Press Release, dated September 7, 2021, issued by Atlas Financial Holdings,
99.1 Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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