ITEM 1.01 Entry Into a Material Definitive Agreement.

On October 12, 2020, Kingsway America Inc. ("KAI") and Kingsway Warranty Holdings LLC ("KWH"), both subsidiaries of Kingsway Financial Services Inc. ("Kingsway"), entered into a Stock Purchase Agreement (the "Purchase Agreement") by and among KWH, KAI, PWI Holdings, Inc. ("PWI"), and ADESA Dealer Services, LLC, pursuant to which KWH will purchase all of the issued and outstanding shares of capital stock of PWI and KAI will act as the guarantor of the obligations of KWH under the Purchase Agreement. The closing of the transactions contemplated by the Purchase Agreement is subject to certain regulatory approvals and other customary closing conditions.

The Purchase Agreement also contains customary representations and warranties and covenants, including, among other things, with respect to the operation of the business of PWI and its subsidiaries between the signing of the Purchase Agreement and the closing of the transaction. In connection with the entry into of the Purchase Agreement, KWH has obtained a customary representations and warranties insurance policy as recourse for certain losses arising out of breaches of the representations and warranties of PWI in the Purchase Agreement.

The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.




ITEM 8.01  Other Events.

On October 13, 2020, Kingsway issued a press release (the "Press Release") announcing the execution of the Purchase Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.  Exhibit Description

  2.1        Stock Purchase Agreement, dated as of October 12, 2020, by and among
             Kingsway Warranty Holdings LLC, Kingsway America Inc., PWI Holdings,
             Inc., and ADESA Dealer Services, LLC *


  99.1       Press Release titled "Kingsway to Expand Portfolio of Warranty
             Holdings"

* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Kingsway agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

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