FORT LAUDERDALE, Fla., Dec. 16, 2015 /PRNewswire/ -- Patriot National, Inc. (NYSE: PN), today announced that the Company and Steven M. Mariano, Founder and Chief Executive Officer of the Company (the "Selling Stockholder"), closed on the previously announced securities purchase agreement with certain institutional investors.
Mr. Mariano said, "We are pleased to have completed this capital raise so that we can continue to execute our balanced growth strategy, which includes a combination of organic growth and strategic acquisitions. With a strong balance sheet, we are well positioned to continue to invest in organic growth initiatives to expand our carrier and employer relationships by cross selling our broad suite of insurance services and to make selective, accretive acquisitions in our core insurance services business operations."
Mr. Mariano continued, "The Company has no plans to raise additional equity and I have no plans to sell any shares in 2016. After this one time sale I remain the majority stockholder of Patriot National, and as such my interests continue to be fully aligned with stockholders to grow our business and create stockholder value. We remain highly confident in the 2016 financial guidance reiterated in our most recent earnings release."
The details of the offering, which consists of a sale of shares and warrants, are provided in the 8-K filed by the Company on December 15, 2015. The transaction included the sale 666,666 shares of common stock at $12.00 per share and the sale of two warrants; a prepaid warrant for 1 million shares of common stock at $12.00 per share, and a warrant for 2,083,333 shares of common stock of which 833,333 shares will be issued by the Company and 1,250,000 shares will be issued by the Selling Stockholder. The warrant for 2,083,333 shares expires 30 months following the closing but is not exercisable until six months following the closing and has an exercise price equal to the lesser of $15.00 per share or a 15% discount to the volume-weighted average price as detailed in the warrant agreement. The 3,750,000 shares and warrants attributable to the Selling Stockholder are non-dilutive to existing stockholders.
The Company expects to use the proceeds from this transaction for general corporate purposes and will not receive any proceeds from the sale of shares by the Selling Stockholder.
The shares and warrants are being sold in a private placement pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Securities Act"). Such securities have not been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. As part of the transaction, the Company, the Selling Stockholder and the purchasers have entered into a registration rights agreement which will provide the purchasers with customary registration rights.
About Patriot National
Patriot National, Inc. is a national provider of comprehensive technology and outsourcing solutions that help insurance companies and employers mitigate risk, comply with complex regulations and save time and money. Patriot National provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services, self-funded health plans and employment pre-screening services to its insurance carrier clients, employers and other clients. Patriot National is headquartered in Fort Lauderdale, Florida. For more information about Patriot National, please visit www.patnat.com.
Forward Looking Statements
This press release may include statements that may be deemed to be forward-looking statements. Words such as "may," "will," "should," "likely," "anticipates," "expects," "intends," "plans," "projects," "believes," "estimates," "positioned," "outlook" and similar expressions are used to identify these forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties, and there are important factors that could cause actual results to differ materially from those indicated in these statements, including the potential that the closing of the private placement may not occur. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance or events and that results may differ materially from statements made in or suggested by the forward-looking statements contained in this press release. Any forward-looking statement that we may make in this press release speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments.
Media and Investor Contacts: Julie MacMedan (310) 622-8242 Paige Hart (310) 622-8244 Financial Profiles, Inc. PatriotNational@finprofiles.com
SOURCE Patriot National, Inc.