×

National General Holdings Corp. Announces Pricing of $150 Million in Depositary Shares Representing Interests in Preferred Stock

NEW YORK, March 24, 2015 (GLOBE NEWSWIRE) -- National General Holdings Corp. (Nasdaq:NGHC) (the "Company" or "National General") today announced that on March 24, 2015 it priced an underwritten public offering of 6 million of its depositary shares (the "Depositary Shares"), each representing a 1/40th interest in a share of its 7.50% Non-Cumulative Preferred Stock, Series B (the "Preferred Stock"), with a liquidation preference of $1,000 per share (equivalent to $25 per Depositary Share), or $150 million in aggregate liquidation preference. The offering price per Depositary Share is $25, for aggregate gross proceeds of $150 million. The Company has granted the underwriters a 30-day option, expiring on April 23, 2015, to purchase up to an additional 900,000 Depositary Shares from the Company on the same terms and conditions.

Each Depositary Share entitles the holder to a proportional fractional interest in all rights and preferences of the Preferred Stock represented by the Depositary Shares (including any dividend, liquidation, redemption and voting rights). The Company expects the offering to close on March 27, 2015, subject to customary closing conditions. Dividends on the Preferred Stock represented by the Depositary Shares will be payable on the liquidation preference amount, on a non-cumulative basis, when, as and if declared by the board of directors of the Company, at a rate of 7.50% per annum, quarterly in arrears, on the 15th day of January, April, July and October of each year, beginning on July 15, 2015, from and including the date of original issuance. The Preferred Stock is not redeemable prior to April 15, 2020. On and after that date, the Company may redeem at its option, in whole or in part, the Preferred Stock at a redemption price of $1,000 per share (equivalent to $25 per Depositary Share) plus any declared and unpaid dividends for prior dividend periods and accrued but unpaid dividends (whether or not declared) for the then-current dividend period. The Company has applied to list the Depositary Shares for trading on the NASDAQ Global Market under the symbol "NGHCO." The Company expects to use the net proceeds from the offering for general corporate purposes, which may include future acquisitions and supporting its current and future policy writings.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any offer or sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The Depositary Shares may be offered only by means of a prospectus supplement and accompanying base prospectus. You may obtain a copy of the prospectus supplement and accompanying prospectus for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the underwriters may arrange to send you these documents if you request them by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, New York, NY 10014, or by email at prospectus@morganstanley.com; from UBS Securities LLC, 299 Park Avenue, New York, NY 10171, Attention: Prospectus Specialist, (888) 827-7275 or from Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, Fourth Floor, New York, NY 10019, Attn: Capital Markets, (800) 966-1559.

About National General Holdings Corp.

National General Holdings Corp., headquartered in New York City, is a specialty personal lines insurance holding company. National General traces its roots to 1939, has a financial strength rating of A- (excellent) from A.M. Best, and provides personal and commercial automobile, homeowners, umbrella, recreational vehicle, motorcycle, supplemental health, and other niche insurance products.

Forward Looking Statements

This news release contains "forward-looking statements" that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on the Company's current expectations and beliefs concerning future developments and their potential effects on the Company. Forward-looking statements can generally be identified by the use of forward-looking terminology, such as "may," "will," "plan," "expect," "project," "intend," "estimate," "anticipate" and "believe" or their variations or similar terminology. There can be no assurance that actual developments will be those anticipated by the Company. Actual results may differ materially from those expressed or implied in these statements as a result of significant risks and uncertainties, including, but not limited to, non-receipt of expected payments from insureds or reinsurers, changes in interest rates, a downgrade in the financial strength ratings of our insurance subsidiaries, the effect of the performance of financial markets on our investment portfolio, our ability to accurately underwrite and price our products and to maintain and establish accurate loss reserves, estimates of the fair value of life settlement contracts, development of claims and the effect on loss reserves, accuracy in projecting loss reserves, the cost and availability of reinsurance coverage, the effects of emerging claim and coverage issues, changes in the demand for our products, our degree of success in integrating acquired businesses, the effect of general economic conditions, state and federal legislation, regulations and regulatory investigations into industry practices, risks associated with conducting business outside the United States, developments relating to existing agreements, disruptions to our business relationships with AmTrust Financial Services, Inc., ACP Re Ltd, Maiden Holdings, Ltd. or third party agencies, breaches in data security or other disruptions involving our technology, heightened competition, changes in pricing environments, and changes in asset valuations. The forward-looking statements contained in this news release are made only as of the date of this release. The Company undertakes no obligation to publicly update any forward-looking statement except as may be required by law. Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those projected, is contained in the Company's filings with the Securities and Exchange Commission.

CONTACT: Investor Contact Dean Evans Director of Investor Relations Phone: (212) 380-9462 Email: Dean.Evans@NGIC.com

Source:National General Holdings Corp.