M&A - KINGSWAY FINANCIAL SERVICES INC

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000092189525001407

Filing Summary: This document is the forty-sixth amendment to the original Schedule 13D filed on November 7, 2008, with the current filing being made on May 12, 2025. It discloses that on May 8, 2025, Stilwell Associates, a member of a group led by Joseph Stilwell, entered into a Subscription Agreement for the purchase of the Issuer's Class D Preferred Stock. The Class D Preferred Stock has a stated value of $25 per share and is convertible into Common Stock at a rate of 2.63158 shares for each share of Class D Preferred Stock. It also indicates the Group's ongoing intent to profit from the appreciation of the Common Stock by asserting shareholder rights due to what they believe to be an undervaluation in the market. The amendment reports that they beneficially own an aggregate of 6,020,921 shares of Common Stock, representing approximately 21.7% of the outstanding shares. The members of the Group are looking to maintain their activist positions and indicate there may be more transactions in the future. The document also covers the total shares held, including shares issuable upon conversion of preferred stocks, and discloses the lack of any criminal or civil proceedings against the members in the last five years.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000092189525000508

Filing Summary: This filing, referred to as the Forty-Third Amendment, is a joint report by Stilwell Activist Fund, L.P. and related entities regarding their acquisition of shares in Kingsway Financial Services Inc. The Group collectively holds an aggregate of 6,968,290 shares of Common Stock, which includes shares convertible from Class C Preferred Stock. Notably, members of the Group entered into a Subscription Agreement on February 12, 2025, to purchase Class C Preferred Stock, showcasing their intent to profit from an appreciation in market prices. The Subscription Agreement establishes a purchase of shares at a stated value of $25 per share, convertible into Common Stock at a set ratio. The Group has expressed dissatisfaction with the current market prices relative to the Issuer's asset values, indicating an activist stance. There is no indication of plans for significant corporate changes aside from continued shareholder rights engagement. The filing incorporates various previous amendments and clarifies the relationships and responsibilities among the Group members, mainly focused on investment management activities.