UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: ~~November~~December 211, 2022

(Date of earliest event reported)

FEDNAT HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Florida

000-25001

65-0248866

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


14050 N.W. 14th Street, Suite 180 Sunrise, FL
						33323
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (800) 293-2532


Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	FNHC	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.0203. ~~Termination~~Bankruptcy ofor ~~a Material Definitive Agreement~~Receivership

(a) On ~~November~~December 211, 2022, FedNat ~~Underwriters, Inc. (“FNU”), a wholly owned subsidiary of FedNat~~ Holding Company ~~(the~~and ~~“Company”),~~certain ~~received notice~~ of ~~termination~~its ~~from~~wholly ~~Monarch~~owned ~~National~~subsidiaries, ~~Insurance~~FedNat ~~Company (“Monarch”) of that certain Amended and Restated Managing General Agency and Claims Administration Agreement dated as of March 2~~Underwriters, ~~2019~~Inc., ~~as amended by Addendum Number 1 on August 21~~ClaimCor, ~~2018~~LLC, ~~Addendum~~Century ~~Number~~Risk 2Insurance ~~on October 9~~Services, ~~2018~~Inc., ~~Addendum Number 3 dated December 7, 2020~~ and ~~Addendum Number 4 dated July 1~~Insure-Link, ~~2022,~~Inc. ~~between Monarch and FNU~~ (collectively, the “~~MGA Agreement~~Company”)~~. The termination of the MGA Agreement is to be effective January 1~~, ~~2023. The~~filed ~~MGA~~voluntary ~~Agreement~~petitions ~~was~~under ~~entered~~Chapter ~~into~~11 inof ~~connection with~~ the ~~organization~~Bankruptcy ofCode ~~Monarch and Addendum Number 4 was entered into~~ in ~~connection with~~ the ~~previously~~United ~~reported~~States ~~transactions~~Bankruptcy ~~pursuant~~Court tofor ~~which~~the aSouthern ~~group~~District of ~~investors~~Florida ~~managed~~in byorder ~~Hale~~to ~~Partnership~~maximize ~~Capital~~value ~~Management~~for ~~LLC~~all ~~acquired~~stakeholders. As ~~70%~~part of ~~Monarch’s~~the ~~outstanding~~Chapter ~~common~~11 ~~stock~~process, ~~(please see~~ the Company’s ~~Form~~will ~~8-Ks~~evaluate ~~filed~~all onstrategic ~~July~~alternatives 6,to ~~2022~~maximize ~~and~~value ~~September~~for 12stakeholders, ~~2022~~whether ~~for~~that ~~more~~be ~~information). The~~a ~~Company~~reorganization isof ~~currently exploring~~ its ~~options~~business inor ~~connection~~a ~~with~~sale ~~such~~of ~~termination~~its assets.

~~Item~~The 2Company has approximately $6.~~04.~~5 ~~Triggering~~million ~~Events~~of ~~that~~cash ~~Accelerate~~on orhand, ~~Increase~~which awill ~~Direct~~provide ~~Financial~~liquidity ~~Obligation~~to orsupport anday-to-day ~~Obligation~~operations ~~under~~during anthe ~~Off-Balance~~Chapter ~~Sheet~~11 ~~Arrangement~~process, enabling the Company to operate its business uninterrupted, including the timely payment of employee wages and benefits and continued servicing of customers.

As ~~previously~~part ~~reported, the appointment~~ of the ~~Florida~~reorganization ~~Department of Financial Services~~process, ~~Division of Rehabilitation and Liquidation, as receiver for FedNat Insurance Company,~~ the Company’s ~~wholly owned insurance subsidiary that~~ has ~~been~~filed incustomary ~~runoff,~~“First ~~was~~Day” anmotions ~~event~~to ofallow ~~default~~it ~~under~~to ~~the~~maintain ~~indentures~~operations ~~for the Company’s Senior Unsecured Notes due 2029~~ in the ~~aggregate~~ordinary ~~principal amount of $100,000,000 and Convertible Senior Unsecured Notes due 2026 in the aggregate principal amount of $21,000,000 (collectively, the “Notes”)~~course. The Company ~~has~~intends ~~also failed~~ to ~~timely~~ pay ~~the~~its ~~September~~employees ~~15,~~in ~~2022 interest payments due on~~ the ~~Notes~~usual ~~(please~~manner ~~see~~and ~~the~~continue ~~Company’s~~their ~~Form~~primary ~~8-Ks~~benefits ~~filed on September 21, 2022~~ and ~~September~~certain ~~22,~~customer ~~2022~~programs ~~for~~without ~~more information)~~disruption. The Company ~~has~~expects ~~been~~to ~~advised~~receive ~~that~~court ~~The~~approval ~~Bank of New York Mellon, the trustee~~ for ~~the~~all ~~Notes~~these ~~(the~~routine ~~“Trustee”), has provided notice of such events of default to the holders of the Notes~~requests. ~~The Company is in the process of engaging with the holders of the Notes and with the Trustee.~~


Item 5.02.			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(ab) On ~~November~~December 212, 2022, the Company received the resignation of JDavid K. ~~Gordon~~Patterson ~~Jennings~~from ~~III,~~his position as the Company’s interim Chief ~~Financial~~Executive Officer. Mr. ~~Jennings’~~Patterson ~~last~~will ~~day~~remain ~~will~~a bemember ~~November~~of ~~18,~~the ~~2022~~Company’s Board of Directors.

(bc) On As ~~November~~previously 3reported, on September 30, 2022, the Company’s Board of Directors appointed ~~Richard~~Katie BS. ~~Gaudet~~Goodman, toManaging ~~serve~~Partner asof ~~interim~~GGG ~~Chief Financial Officer effective November 18~~Partners, ~~2022. Mr.~~LLC ~~Gaudet,~~(“GGG ~~age 62~~Partners”), ~~currently~~to ~~serves~~serve as the Company’s ~~Head~~Chief ofRestructuring ~~Finance~~Officer. Effective ~~and~~December ~~Accounting~~12, a2022, ~~role~~Ms. heGoodman ~~undertook~~will onalso ~~September~~serve ~~30,~~as ~~2022 in connection with~~ the Company’s ~~engagement~~principal ofexecutive ~~GGG Partners, LLC (“GGG Partners”) to provide financial advisory and restructuring services to the Company (please see Item 8~~officer.~~01 below for more information).~~ MrMs. ~~Gaudet,~~Goodman ~~a partner of GGG Partners since 2020,~~ has more than 1825 years’ experience in ~~corporate~~ restructurings and ~~financial advisory services. Prior to that~~turnarounds, ~~Mr. Gaudet served in various roles with World Fiber Technologies~~finance, ~~LLC,~~mergers ~~a private-equity-sponsored general utilities~~ and ~~electrical contractor~~acquisitions, ~~including Chief Restructuring Officer from November 2019 to April 2020, President from February 2019 to November 2019,~~ and ~~Chief Financial Officer from July 2018 to February 2019. From 2013 to 2020~~operations, ~~Mr.~~including ~~Gaudet~~more ~~also~~than ~~served~~20 asyears ~~Managing~~at ~~Director~~GGG ~~of HDH Advisors, LLC, a financial advisory practice focused on distressed asset resolution and corporate turnaround services, and from 2004 to 2013, Mr~~Partners. Gaudet was a principal of GlassRatner Advisory & Capital Group, a broad-based financial advisory firm. From 1982 through 2004 Mr. Gaudet was employed by various national banks specializing in commercial loan restructuring.

Item 87.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

AsOn ~~discussed~~December ~~in Item 5.02(b) above~~12, ~~on September 30,~~ 2022, the Company ~~engaged~~issued ~~GGG~~a ~~Partners~~press torelease ~~provide~~relating ~~financial~~to ~~advisory~~its ~~and~~filing ~~restructuring~~under ~~services~~Chapter to11 ~~the~~as ~~Company~~described above. ~~Katie~~The S.press ~~Goodman,~~release ~~Managing~~is ~~Partner~~attached ofto ~~GGG~~this ~~Partners,~~Current ~~has~~Report ~~more~~on ~~than~~Form 208-K ~~years’ experience in turnarounds and restructurings and is serving~~ as ~~the~~Exhibit ~~Company’s Chief Restructuring Officer~~99. ~~Mr.~~1 ~~Gaudet has been serving as Head of Finance~~ and ~~Accounting~~is ~~and~~incorporated ~~will~~herein ~~assume~~by ~~the role of Chief Financial Officer~~reference.


Item 9.01.			Financial Statements and Exhibits.

(d)			Exhibits.
99.1			FedNat Holding Company Press Release dated December 12, 2022.
104			Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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.

	FEDNAT HOLDING COMPANY
Date: November 4, 2022	By:	/s/ David K. Patterson
Date: December 12, 2022	By:	/s/ Richard Gaudet

Name: ~~David~~Richard K.Gaudet ~~Patterson~~ Title: ~~Interim~~ Chief ~~Executive~~Financial Officer (Principal ~~Executive~~Financial and Accounting Officer)

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