Kingsway Financial Services Inc. Files 8-K for Material Definitive Agreement

TL;DR

Kingsway Financial just signed a big deal, filing an 8-K. Watch this space.

AI Summary

Kingsway Financial Services Inc. entered into a material definitive agreement on May 24, 2024, related to a direct financial obligation. The company, incorporated in Delaware, filed an 8-K report detailing this event. The filing was made on May 29, 2024.

Why It Matters

This filing indicates a significant financial commitment or obligation for Kingsway Financial Services Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and new financial obligations can introduce significant financial risks and opportunities that require careful evaluation.

Key Players & Entities

• KINGSWAY FINANCIAL SERVICES INC. (company) — Registrant
• May 24, 2024 (date) — Date of earliest event reported
• May 29, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation
• 10 S. Riverside Plaza, Suite 1520, Chicago, IL 60606 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock , par value $0.01 per share KFS New York Stock Exchang
• $15,000,000 — ew term loan in the principal amount of $15,000,000 (the " 2024 Term Loan "), the proceeds
• $6,000,000 — erm loan in a principal amount of up to $6,000,000 (the " 2024 Delayed Draw Term Loan ").
• $2,000,000 m — an "). All or any portion, subject to a $2,000,000 minimum amount, of the 2024 Delayed Draw
• $96,559.11 — aid to Lender a commitment fee equal to $96,559.11. The principal amount of the 2024 Term

Filing Documents

• kfs20240528_8k.htm (8-K) — 27KB
• ex_680514.htm (EX-10.1) — 109KB
• linglesig.jpg (GRAPHIC) — 1KB
• 0001437749-24-018590.txt ( ) — 285KB
• kfs-20240524.xsd (EX-101.SCH) — 3KB
• kfs-20240524_def.xml (EX-101.DEF) — 11KB
• kfs-20240524_lab.xml (EX-101.LAB) — 15KB
• kfs-20240524_pre.xml (EX-101.PRE) — 11KB
• kfs20240528_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 24, 2024 (the " Third Amendment Effective Date "), certain subsidiaries (the " Loan Parties ") of Kingsway Financial Services Inc. (the " Company ") entered into an amendment (the " Third Amendment ") to the Loan and Security Agreement, dated as of December 1, 2020 (as amended, the " Loan Agreement "), with CIBC Bank USA as lender (" Lender "). As further described on Current Reports filed on Form 8-K by the Company with the Securities and Exchange Commission (the " SEC ") on December 2, 2020 (the " Original 8-K ") and March 1, 2023, the Loan Agreement provides for certain lending facilities including a Term Loan, Delayed Draw Term Loan and Revolving Note (each as defined in the Loan Agreement). The Third Amendment provides for a new term loan in the principal amount of $15,000,000 (the " 2024 Term Loan "), the proceeds of which were used in part to repay the outstanding balance of the existing Term Loan, Delayed Draw Term Loan and Revolving Note. The Third Amendment also provides for a new delayed draw term loan in a principal amount of up to $6,000,000 (the " 2024 Delayed Draw Term Loan "). All or any portion, subject to a $2,000,000 minimum amount, of the 2024 Delayed Draw Term Loan may be requested by the Loan Parties at any time in up to three advances until the second anniversary of the Third Amendment Effective Date. Until such date, in addition to other fees payable pursuant to the Loan Agreement, the Loan Parties agree to pay Lender a non-use fee based on the average daily undrawn 2024 Delayed Draw Term Loan commitment. In connection with the Third Amendment, the Loan Parties also paid to Lender a commitment fee equal to $96,559.11. The principal amount of the 2024 Term Loan and each 2024 Delayed Draw Term Loan shall be repaid in quarterly installments and, together with the Revolving Note, will mature on May 24, 2029. The Third Amendment also modifies certain financial covenants in the Loan

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1 Third Amendment to Loan and Security Agreement, dated May 24, 2024, by and among CIBC Bank USA, Kingsway Warranty Holdings LLC, Trinity Warranty Solutions LLC, Geminus Holding Company, Inc., IWS Acquisition Corporation, PWI Holdings, Inc. and the other Loan Parties party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

SIGNATURES 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. Kingsway Financial Services Inc. Date: May 29, 2024 By: /s/ Kent A. Hansen Name: Kent A. Hansen Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR