Item 1.01 Entry into a Material Definitive Agreement.
On February 19, 2014, we completed the sale of an aggregate of 13,570,000 shares
of our common stock in a private placement exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"), for aggregate
proceeds of approximately $190 million. In the private placement, FBR Capital
Markets & Co. acted as the initial purchaser for the shares sold to investors
pursuant to Rule 144A and Regulation S under the Securities Act, and as
placement agent for the shares sold to investors pursuant to Regulation D under
the Securities Act. The shares of common stock were sold to investors at an
offering price of $14.00 per share. After deducting aggregate placement fees and
initial purchaser's discounts of approximately $11.4 million, we received net
proceeds of approximately $178.5 million.
In connection with the private placement, we entered into a registration rights
agreement for the benefit of the holders of the shares sold in the private
placement. Pursuant to the registration rights agreement, we have agreed to file
a resale shelf registration statement with the Securities and Exchange
Commission within 75 days following the closing of the private placement with
respect to the resale of the shares of our common stock sold in this private
placement (the "shelf registration statement"). We have also agreed to use our
commercially reasonable efforts to cause the shelf registration statement to
become effective under the Securities Act as soon as practicable after its
initial filing, but in any event within 150 days after the closing of the
private placement, and to maintain its continuous effectiveness under the
Securities Act for the period set forth in the registration rights agreement.
This description of the registration rights agreement is qualified in its
entirety by reference to the registration rights agreement, a copy of which is
filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this report is incorporated by
reference into this Item 3.02.
Item 8.01 Other Events.
Our common stock has been approved for listing on the NASDAQ Global Market under
the symbol "NGHC" and we expect that shares of our common stock (excluding the
shares sold in the private placement described in Item 1.01 above) will be
listed and begin trading on the NASDAQ Global Market on February 20, 2014.
Item 9.01 Financial Statements And Exhibits.
10.1 Registration Rights Agreement, dated February 19, 2014, between the
Company and FBR Capital Markets & Co.