Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): August 15, 2008
FMG
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52833
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75-3241964
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Four
Forest Park, Second Floor
Farmington,
CT
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06032
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (860)
677-2701
Not
Applicable
(Former
name or former address, if changed since last report)
| x |
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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ON
APRIL
18, 2008, FMG ACQUISITION CORP. (“FMG”) FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE “SEC”) A REGISTRATION STATEMENT ON FORM S-4
(“REGISTRATION STATEMENT”) IN CONNECTION WITH ITS PROPOSED MERGER WITH UNITED
INSURANCE HOLDINGS, L.C. (“UNITED”). THE REGISTRATION STATEMENT WAS SUBSEQUENTLY
AMENDED ON JUNE 13, JULY 8, AUGUST 1 AND AUGUST 18, 2008. FMG INTENDS TO MAIL
A
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS TO FMG
STOCKHOLDERS WHEN AVAILABLE. STOCKHOLDERS OF FMG AND OTHER INTERESTED PERSONS
ARE ADVISED TO READ FMG’S REGISTRATION STATEMENT, AMENDMENTS THERETO AS THEY
BECOME AVAILABLE, AND THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
AND ANY OTHER RELEVANT DOCUMENTS FILED BY FMG WITH THE SEC IN CONNECTION WITH
FMG’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD
TO APPROVE THE PROPOSED MERGER BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT UNITED, FMG AND THE PROPOSED MERGER. THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE
TO
BE ESTABLISHED FOR VOTING ON THE PROPOSED MERGER. STOCKHOLDERS MAY OBTAIN A
COPY
OF THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN
AVAILABLE, WITHOUT CHARGE, AT THE SEC’S INTERNET SITE AT HTTP://WWW.SEC.GOV OR
BY DIRECTING A REQUEST TO: FMG ACQUISITION CORP., FOUR FOREST PARK, SECOND
FLOOR, FARMINGTON CT 06032125, TELEPHONE (860) 677-2701.
FMG
AND
ITS DIRECTORS AND OFFICERS MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION OF
PROXIES FROM FMG’S STOCKHOLDERS. A LIST OF THE NAMES OF THOSE DIRECTORS AND
OFFICERS AND DESCRIPTIONS OF THEIR INTERESTS IN FMG IS CONTAINED IN FMG’S
REGISTRATION STATEMENT.
Item 1.01
Entry into a Material Definitive Agreement.
Amended
and Restated Agreement and Plan of Merger
On
August
15, 2008, FMG Acquisition Corp. (“FMG” or the “Company”) entered into an amended
and restated merger agreement (the “Amended Merger Agreement”) with United
Subsidiary Corp., a wholly owned subsidiary of FMG (“United Subsidiary”) and
United Insurance Holdings, L.C., a
limited
liability company formed in the State of Florida (“United”),
to amend and restate in its entirety that certain Agreement and Plan of Merger,
dated as of April 2, 2008, by and among FMG, United Subsidiary and United.
Pursuant to the Amended Merger Agreement, FMG agreed
to
purchase all of the outstanding membership interests of United and United agreed
to merge with United Subsidiary in a transaction whereby United would be the
surviving entity and a wholly-owned subsidiary of FMG.
The
Amended Merger Agreement: (i) increases the number of shares of FMG common
stock
(“Common Stock”) to be paid to United’s members, (ii) provides for the issuance
of FMG warrants to United’s members and (iii) conditions the closing of the
Amended Merger Agreement on (A) the Company’s consummation of a private
placement, including the exchange offer and (B) the closing of the tender offer
period for FMG’s proposed tender offer, all of which are described in more
detail below.
The
Amended Merger Agreement provides that United will receive aggregate
consideration from FMG for their membership units of up to $104,316,270
comprised of the following: (i) 25,000,000 in cash, (ii) 8,750,000 shares of
Common Stock (assuming an $8.00 per share value), (iii) up to $5,000,000 of
additional consideration, (iv) 1,093,750 newly issued common stock purchase
warrants identical in all respects to the warrants issued in the Company’s
initial public offering (“IPO”), (v) up to an additional 212,877 newly issued
common stock purchase warrants identical in all respects to the warrants issued
in the Company’s IPO; and (vi) up to an additional 212,877 shares of Common
Stock. In connection with the merger, (1) FMG Investors LLC, the Company’s
sponsor, agreed to surrender for cancellation to the Company up to 213,000
shares of Common Stock which it owns as well as an equivalent number of warrants
which it owns and (2) Pali Capital Inc. (“Pali”), the underwriters of the IPO,
as well as certain Pali employees and another underwriter in the IPO, agreed
to
surrender for cancellation options to purchase 100,000 units identical to the
units sold in the IPO, which such unit purchase option was granted to Pali
in
connection with its acting as underwriter of the IPO.
FMG
will
pay the additional consideration pursuant to (iii) above to members of United
in
the event net income of United exceeds $25,000,000 for either of the period
of:
(i) July 1, 2008 through June 30, 2009 or (ii) January 1, 2009 through December
31, 2009. The
number of shares of Common Stock which United’s members may receive pursuant to
(vi) above will be based on a number of factors, including the percentage of
Common Stock owned by United’s members in the aggregate immediately following
the closing of the merger, cash required for the tender offer (the “Tender
Offer”), proceeds received by FMG from the private placement and the number of
shares of Common Stock purchased in the Tender Offer. The number of warrants
United’s members will receive pursuant to clause (v) above will be equal to the
number of shares of Common Stock received pursuant to clause (vi). FMG
agreed to file Amendment No. 4 to its Registration Statement on Form S-4 (the
“Registration Statement”) as well as any subsequent amendments to the
Registration Statement to register the issuance of Common Stock and warrants
to
members of United in connection with the merger.
FMG
and
United have made customary representations and warranties and covenants in
the
Amended Merger Agreement, including among others, (a) not to solicit proposals
related to alternative business combination transactions or (b) subject to
certain exceptions, enter into discussions concerning or provide information
in
connection with alternative business combination transactions. Such
representations and warranties were made as of the date of the Amended Merger
Agreement or other specific dates, and such representations and warranties
should not be relied upon by any other person or entity. The Amended Merger
Agreement contains certain termination rights for both FMG and United, including
that both FMG and United may terminate the Amended Merger Agreement if the
closing has not occurred on or before October 18, 2008, provided that this
termination right is not available to any party whose failure to fulfill any
obligation under the Amended Merger Agreement is the primary cause of the
failure of the closing to occur on or before such date.
United
and its subsidiaries have agreed to obtain the written consent of FMG prior
to:
(a) amending any of their respective formation or governing documents, (b)
selling any equity interests or incurring debt; (c) increasing salary and wages
by more than 10%, (d) changing tax, accounting, distribution or dividend
policies (unless required by GAAP), (e) transferring, licensing or otherwise
amending, modifying or permitting to lapse any material license, (f) terminating
or assigning any contract in excess of $50,000 or which is otherwise deemed
a
material contract, (g) entering into any new line of business, (h) letting
lapse
insurance policies providing coverage with respect to the assets, operations
and
activities of United and its subsidiaries, or modifying any of same in an amount
and scope of coverage as are currently in effect, (i) releasing, assigning
or
settling any claim, action or proceeding in excess of $50,000 (other than in
the
ordinary course of business), (j) making any capital expenditure in excess
of
$150,000; (k) liquidating, dissolving, restructuring or consolidating their
operations, (l) merging with or acquiring any entity, (m) taking any action
which would reasonably be expected to delay or impair the obtaining of any
consents or approvals to be obtained in connection with the Amended Merger
Agreement; (n) entering into any new reinsurance transaction as assuming or
ceding insurer which (1) does not contain market cancellation, termination
and
commutation provisions or (2) adversely changes the existing reinsurance profile
of United and its subsidiaries outside of the ordinary course of business
consistent with past practice, or (o) altering or amending in any material
respect any existing underwriting, claims handling, loss control, investment,
actuarial, financial reporting or accounting practices, guidelines or policies
(including compliance policies) or any material assumption underlying an
actuarial practice or policy, except as may be required by GAAP, applicable SAP,
any governmental authority or applicable law. Notwithstanding the foregoing,
United may declare, pay or set aside any (i) distributions in an amount equal
to
its accrual for taxes as computed consistently with past practices and presented
on United’s financials dated December 31, 2007 and (ii) distributions not to
exceed $2,500,000 in the aggregate.
FMG
and
United Subsidiary have agreed to obtain the written consent of United prior
to:
(a) amending any of their respective formation or governing documents, (b)
selling any equity interests or incurring debt (other than the Private
Placement), (c) making any change in accounting methods, principles or
practices, except as required by GAAP and approved by FMG’s outside auditors;
(d) entering into any contract committing to make capital expenditures for
any
period following the effectiveness of the merger, (e) making or rescinding
any
material election relating to taxes or making any change in its accounting
or
tax policies or procedures, in each case except as required by applicable law
or
GAAP, (f) entering into any agreement or contract that would be a material
contract, (g) incurring any material liability or obligation other than in
the
ordinary course of business consistent with past practice, (h) entering into,
amending or terminating (other than terminations in accordance with their terms)
any affiliate transaction, (i) entering into any new line of business, (j)
releasing, assigning or settling any claim, action or proceeding in excess
of
$50,000 (other than in the ordinary course of business), (k) making any capital
expenditure in excess of $150,000; (l) liquidating, dissolving, restructuring
or
consolidating their operations, (m) merging with or acquiring any entity or
(n)
taking any action which would reasonably be expected to delay or impair the
obtaining of any consents or approvals to be obtained in connection with the
Amended Merger Agreement.
Each
of
FMG, United and United Subsidiary has agreed to continue to operate their
respective businesses in the ordinary course prior to the closing of the merger.
Additional material covenants, include, but are not limited to, each party
protecting confidential information and maintaining the confidentiality of
the
other’s proprietary information.
The
obligation of each party to consummate the merger is subject to the satisfaction
or waiver (where permissible) of the following conditions: (a) approval of
the
stockholders of FMG in accordance with Delaware law and the holders of one
share
less than thirty percent (30%) of the shares issued in the IPO do not both
vote
against the merger and exercise their conversion rights, (b) receipt of all
authorizations, approvals and permits required to be obtained from or made
with
any governmental authority, (c) the Registration Statement being declared
effective by the SEC, (d) approval of not less than 66% of the members of
United, (e) less than ten percent (10%) of the outstanding membership interests
of United properly exercising and perfecting the right to dissent from the
merger and to be paid fair value for their membership interests in accordance
with the Florida Limited Liability Company Act, (f) the required regulatory
approvals, including the Florida Office of Insurance Regulation, not imposing
a
condition which would materially adversely affect the benefits, taken as a
whole, FMG reasonably expects to derive from the transactions contemplated
by
the Amended Merger Agreement, (g) the issuance of the Notes for an aggregate
purchase price of $17,000,000, and (h) the consummation of the Private
Placement, including the Exchange Offer, and the Tender Offer. We cannot assure
you when, or if, all the conditions to completion of the merger will be
satisfied or waived.
In
the
Amended Merger Agreement, United expressly waived any and all claims against
the
trust fund in which the net proceeds of the IPO were deposited, regardless
of
whether such claim arises as a result of, in connection with or relating in
any
way to, the business relationship between United, on the one hand, and FMG,
on
the other hand, the Amended Merger Agreement, or any other agreement or any
other matter, and regardless of whether such claim arises based on contract,
tort, equity or any other theory of legal liability. United further waived
any
and all claims it may have, now or in the future, and will not seek recourse
against, the trust fund for any reason whatsoever. In the event United commences
any action or proceeding based upon, in connection with, relating to or arising
out of any matter relating to FMG, which proceeding seeks, in whole or in part,
relief against the trust fund or the public stockholders of FMG, whether in
the
form of money damages or injunctive relief, FMG shall be entitled to recover
from United the associated legal fees and costs in connection with any such
action.
Assuming
the merger is consummated, FMG will no longer be a blank-check, or special
purpose acquisition corporation. If FMG does not complete the merger, it will
continue as a blank check company until it finds another suitable company to
acquire or the trust account is liquidated as part of its cessation of corporate
existence and FMG shall cease to operate as a public blank check
company.
The
foregoing description of the merger and the Amended Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Amended Merger Agreement, which is filed as Exhibit 99.1 hereto, and is
incorporated by reference into this report. The Amended Merger Agreement has
been included to provide investors and stockholders with information regarding
its terms. It is not intended to provide any other factual information about
FMG
or United. The Amended Merger Agreement contains representations and warranties
that the parties to the Amended Merger Agreement made to and solely for the
benefit of each other, and the assertions embodied in such representations
and
warranties are subject to important qualifications and limitations agreed to
by
FMG and United in connection with negotiating the Amended Merger Agreement.
Accordingly, investors and stockholders should not rely on such representations
and warranties as characterizations of the actual state of facts or
circumstances as of any specified date, as they were used for the specific
purpose of allocating risk between United and FMG, rather than establishing
any
matters as facts.
Note
Purchase Agreement
General
On
August 15, 2008, FMG entered into a privately negotiated Note Purchase
Agreement (the “Purchase Agreement”) with certain qualified institutional buyers
and accredited investors (the “Investors”). Pursuant to the Purchase Agreement,
FMG will privately issue promissory notes (the “Private Placement”) having a
face value of $18,279,570 (the “Notes”) to the Investors for: (1) cash
consideration of $10,000,000 for Notes having a face value of $10,752,688 and
(2) the exchange of up to 869,565 shares of Common Stock currently held by
certain Investors for Notes having a face value of $7,526,882 (the “Exchange
Offer”). The Company will pay interest on the Notes at 11% per annum and the
maturity date of the Notes will be three years from the date of issuance, which
is expected to be as soon as reasonably practicable following the approval
of
the merger and related proposals at the Company’s special meeting of
stockholders (the “Special Meeting”). FMG has the right, at its option, to
prepay all of the Notes then outstanding in full within 30 days after the
occurrence of each of the first and second anniversary of the closing of the
purchase and sale of the Notes. The purchase price for such prepayment will
be
105% of the aggregate principal amount of the Notes being prepaid.
In
connection with the Amended Merger Agreement and the Purchase Agreement, FMG
agreed to conduct a tender offer to buy up to 3,320,672 shares of Common Stock
at a price of $8.05 per share (the “Tender Offer”). FMG
expects to use the proceeds from the issuance of the Notes and other available
cash resources to purchase up to 3,320,672 shares in the Tender Offer (reduced
by the number of shares for which conversion is elected). FMG expects to
commence the Tender Offer not later than the
date
of the mailing of the proxy statement to its stockholders,
and the
offer will remain open for 20 business days. The Tender Offer will be available
to all holders of outstanding shares of Common Stock, but FMG’s founding
stockholders, its officers, directors and its sponsor have agreed not to tender
their shares of Common Stock in the Tender Offer. The Company will only
consummate the Tender Offer if stockholders approve the merger and the related
proposals at the Special Meeting and the Private Placement is
consummated.
The
Purchase Agreement contains a number of representations and warranties,
covenants, closing conditions and provisions for the termination of the
agreement, which are summarized below.
Representations
and Warranties
Each
of
the Investors has made representations and warranties regarding, among other
things, the following matters: its accredited investor status; its investment
intent; its understanding that FMG has relied on its representations in
determining the validity of the private placement; voting in favor of the merger
and the other proposals at the Special Meeting, if applicable, by persons
participating in the Exchange Offer; and the lack of status as a registered
broker-dealer.
Covenants
From
the
signing of the Purchase Agreement until the Notes are repaid in full, FMG has
agreed that it will not take any of the following actions without the prior
consent of the Investors: (a) incur more than $40,000,000 in debt, in
addition to the current $20,000,000 Surplus Note of United in favor of the
State
Board of Administration of the State of Florida; (b) sell, lease, assign,
transfer or otherwise dispose of any assets; (c) enter into any transaction
with
any affiliate except in the ordinary course and on terms no less favorable
to it
than would be obtainable in a comparable arm’s-length transaction; (d) amend,
supplement or otherwise modify in any material respect the contractual
arrangements between FMG and United Insurance Management, L.C. existing on
the
date of the Purchase Agreement (or terminate the same or otherwise waive any
material condition or agreement contained therein) or enter into any additional
contractual arrangements with each other, in any case which could be reasonably
expected to have a material adverse effect; (e) make any restricted payment
(such as a dividend to stockholders) of cash, securities or other property
if,
after giving effect thereto, the consolidated net worth (as defined in the
Purchase Agreement) of FMG and its subsidiaries following consummation of the
merger is less than $45,000,000; (f) consolidate with, merge, convey, transfer
or lease all or substantially all of its assets or purchase or acquire the
assets of any person, except where same could not be reasonably expected to
have
a material adverse effect; (g) change the general nature of its business; (h)
dissolve, or change its legal form or any of its governing documents or
otherwise terminate, amend or modify any such governing document if such change,
termination or amendment could be reasonably expected to have a material adverse
effect; or (i) become described or designated in the Specially Designated
Nationals and Blocked Persons List of the Office of Foreign Assets Control
or in
Section 1 of the Anti Terrorism Order or engage in any dealings or transactions
with any such person.
FMG
has
agreed to use its commercially reasonable efforts to take all actions necessary
to consummate as promptly as practicable following the Special Meeting, but
prior to the consummation of the merger, the transactions contemplated by the
Purchase Agreement and to obtain in a timely manner all necessary consents
and
effect all necessary filings with governmental authorities. The Investors and
FMG have agreed to cooperate with each other in connection with the making
of
all such filings and to use their respective commercially reasonable efforts
to
furnish to each other all information required for any application or filing
to
be made in order to effectuate the transactions contemplated by the Purchase
Agreement.
Closing
Conditions
The
transactions contemplated by the Purchase Agreement are subject to various
closing conditions, including, without limitation, the following: (a)
acceptability of the Amended Merger Agreement by Investors; (b) satisfaction
of
conditions to the Amended Merger Agreement and Purchase Agreement; (c) accuracy
of all representations and warranties of FMG and the Investors; (d) material
compliance with all covenants, agreements and conditions; (e) there being no
injunction which would prohibit consummation of the Private Placement; (f)
there
shall have occurred no event or series of events which would constitute a
material adverse effect (as defined in the Purchase Agreement) of FMG or United;
and (g) approval of FMG’s stockholders of the merger and the other proposals
required in order to consummate the merger at the Special Meeting.
Termination
The
Purchase Agreement may be terminated at any time, but not later than the closing
of the private placement, as follows:
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by
mutual consent of FMG and the Investors;
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·
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by
either FMG or the Investors, if any permanent injunction or other
order of
a court or other competent governmental agency preventing the consummation
of the acquisition of the Notes shall have become final and nonappealable;
or
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·
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by
either FMG or the Investors if the acquisition of the Notes has not
been
consummated by October 18, 2008, unless such party’s breach of the
Purchase Agreement is the cause of the failure to consummate the
issuance
of the Notes by such date, in which case that party may not
terminate.
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Trust
Account Waiver
The
Investors have agreed, other than any rights they may have as holders of Common
Stock, they do not now have, and shall not at any time have any rights, title,
interest or claim of any kind in or to, or make any claim of any kind against,
monies held in the Company’s trust account and to irrevocably waive any claim it
may have, now or in the future (in each case, however, prior to the consummation
of a business combination), and will not seek recourse against, the trust
account for any reason whatsoever in respect of their rights pursuant to the
Note Purchase Agreement or the Notes. In the event the Investors commence any
action or proceeding based upon, in connection with, relating to or arising
out
of any matter relating to FMG, which proceeding seeks, in whole or in part,
relief against the trust account or FMG’s public stockholders for money damages,
FMG shall be entitled to recover from the Investors the associated legal fees
and costs in connection with any such action in the event FMG prevails in such
action or proceeding.
Indemnification
FMG
has
agreed to indemnify the Investors (and their affiliated parties) from and
against any and all losses, as incurred, directly or indirectly arising out
of,
based upon or relating to any breach by FMG of any of the representations,
warranties or covenants made by it in the Purchase Agreement or any allegation
by a third party that, if true, would constitute such a breach; provided,
however, that FMG shall not be liable to the Investors for incidental, indirect,
special, exemplary, consequential or punitive damages. Additionally, FMG has
agreed to pay the holders of Notes an amount equal to the loss, liability or
cost which any holder of a Note (or any direct or indirect investor therein)
determines will be or has been suffered for or on account of any U.S. tax
against such Note holder, other than any income tax assessed on a Note holder
(or a direct or indirect investor therein) under the law of the jurisdiction
in
which such Note holder (or a direct or indirect investor therein) is
incorporated or is a resident.
The
foregoing description is a summary of the material terms of the Purchase
Agreement, a copy of which is filed as Exhibit 99.2 hereto and incorporated
herein by reference. This summary is qualified in its entirety by reference
to
the Purchase Agreement.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
As
more
fully described above, on August 15, 2008, FMG entered into the Purchase
Agreement with the Investors, pursuant to which FMG will privately issue the
Notes having a face value of $18,279,570 to the Investors. The Company will
pay
interest on the Notes at 11% per annum and the maturity date of the Notes will
be three years from the date of issuance, which is expected to be as soon as
reasonably practicable following the approval of the merger and related
proposals and the Special Meeting.
The
information contained in Item 1.01 of this report is incorporated by
reference herein.
Item 8.01
Other Events.
FMG
will
use the cash proceeds from the issuance of the Notes and its other available
cash resources to tender for the purchase of up to 3,320,672 shares of its
outstanding Common Stock at $8.05 per share (reduced
by the number of shares for which conversion is elected).
FMG
expects to commence the Tender Offer no later than the date of the mailing
of
the definitive proxy statement/prospectus to its stockholders,
and the
offer will remain open for 20 business days. The Tender Offer will be available
to all holders of outstanding shares of Common Stock, but FMG’s
founding stockholders, its officers, directors and its sponsor have
agreed not to participate in the Tender Offer.
The
information contained in Item 1.01 of this report is incorporated by
reference herein.
FMG
has
not commenced the Tender Offer for shares of Common Stock described in this
report and expects to commence the Tender Offer no later than the date of the
mailing of the definitive proxy statement/prospectus to its stockholders. Upon
commencement of the Tender Offer, FMG will file with the SEC a tender offer
statement on Schedule TO and related exhibits, including the offer to purchase,
letter of transmittal and other related documents. FMG stockholders and the
Investors should read these materials carefully when such documents are filed
and become available, as they will contain important information about the
terms
and conditions of the Tender Offer. Stockholders can obtain these documents
when
they are filed and become available free of charge from the SEC’s website at
http://www.sec.gov, or from FMG by directing a request to FMG Acquisition Corp.,
Four Forest Park, Second Floor, Farmington, CT 06032, Telephone (860) 677-2701.
Stockholders are urged to read those materials carefully prior to making any
decisions with respect to the Tender Offer.
On
August
18, 2008, FMG issued a press release announcing the Amended Merger
Agreement, Private Placement, Exchange Offer, and Tender Offer, a copy of which
is attached as Exhibit 99.3 hereto.
Item 9.01
Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Amended
and Restated Agreement and Plan of Merger dated August 15, 2008,
by and
among FMG Acquisition Corp., United Insurance Holdings, L.C. and
United
Subsidiary Corp. (incorporated by reference from Exhibit 1.2 to Amendment
No. 4 to the Company’s Registration Statement on Form S-4, filed on August
18, 2008).
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99.2
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Form
of Note Purchase Agreement between the Company and the Investors
(incorporated by reference from Exhibit 10.35 to Amendment No. 4
to the
Company’s Registration Statement on Form S-4, filed on August 18,
2008).
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99.3
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Press
release of FMG Acquisition Corp. dated August 18, 2008.
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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.
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Dated:
August 20, 2008
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FMG
ACQUISITION CORP.
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By:
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/s/
Larry Swets, Jr.
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Name:
Larry Swets, Jr.
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Title:
Chief Financial Officer, Executive Vice
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President,
Secretary, Treasurer and
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Director
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Amended
and Restated Agreement and Plan of Merger dated August 15, 2008,
by and
among FMG Acquisition Corp., United Insurance Holdings, L.C. and
United
Subsidiary Corp. (incorporated by reference from Exhibit 1.2 to
Amendment
No. 4 to the Company’s Registration Statement on Form S-4, filed on August
18, 2008).
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99.2
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Form
of Note Purchase Agreement between the Company and the Investors
(incorporated by reference from Exhibit 10.35 to Amendment No.
4 to the
Company’s Registration Statement on Form S-4, filed on August 18,
2008).
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99.3
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Press
release of FMG Acquisition Corp. dated August 18, 2008.
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