UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 1230, 2015

Affirmative Insurance Holdings, Inc.

(Exact name of Registrant as Specified in its Charter)


Delaware	000-50795	75-2770432
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


4450 Sojourn Drive, Suite 500, Addison, Texas		75001
(Address of principal executive offices)		Zip Code

Registrant’s telephone, including area code: (972) 728-6300

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:

¨	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))

Item 1.01 Entry Into a Material Definitive Agreement

On June 1230, 2015, ~~Affirmative~~in ~~Insurance~~connection ~~Holdings,~~with ~~Inc.~~the ~~and~~closing ~~certain~~ of ~~its subsidiaries (Company) entered into a Stock and Asset Purchase Agreement (Purchase Agreement) with Confie Seguros Holding II Co. (Confie). Under~~ the ~~Purchase~~sale ~~Agreement, Confie has agreed to purchase from~~ the Company’s ~~the stock of a subsidiary and assets constituting the~~ managing general agency business ~~of the Company~~ (MGA Business). ~~The~~as ~~parties~~described ~~intend~~in toItem ~~close the Purchase Agreement transaction on or before June 30, 2015 (Closing)~~2. ~~Among other things~~01, the ~~Closing~~affiliates isof ~~conditioned~~the ~~upon~~Company ~~Confie~~entered ~~arranging~~into ~~financing~~certain ~~for~~agreements ~~the~~as ~~transaction~~described ~~under~~below aand ~~financing~~in ~~commitment,~~ the Company’s ~~obtaining~~current ~~necessary~~report ~~consents~~on ~~and/or~~Form ~~releases~~8-K ~~from~~filed ~~its~~on ~~senior~~June ~~and subordinated lenders~~12, ~~and~~2015 ~~the~~(File ~~delivery~~No. ~~of customary closing items by both parties~~000-50795).

~~Confie~~(a) ~~has~~Managing ~~agreed~~General toAgency ~~pay an aggregate amount of up to $95.0 million as consideration for the acquisition of the MGA Business, as follows:~~Agreements

1.Two ~~$60~~of the Company’s wholly-owned insurance subsidiaries entered into managing general agency agreements (MGA Agreements) with the managing general agent entity (MGA) sold by the Company.0 ~~million~~Under inthose ~~cash~~agreements, ~~payable~~the MGA will continue to produce insurance business for the Company’s insurance subsidiaries. The term of the MGA Agreements is expected to continue through at ~~Closing;~~least December 31, 2019.

2.Among Aother ~~deferred~~things, ~~amount~~the ofMGA ~~$15.0~~Agreements ~~million~~set ~~secured~~forth bythe aterms ~~letter~~and ofconditions ~~credit,~~under ~~payable~~which ~~quarterly~~the toMGA will produce insurance business for the Company’s ~~wholly-owned~~ insurance ~~subsidiary~~subsidiaries. ifAs consideration for the ~~payment~~production isof ~~necessary~~business tounder ~~maintain~~the MGA Agreements, the MGA will receive a ~~minimum~~commission ~~risk-~~that is subject to adjustment based ~~capital~~on the loss ratio, ~~or,~~results toof the ~~extent~~Company’s ~~such~~insurance ~~funds~~subsidiaries ~~have~~beginning ~~not~~in ~~already~~2017. ~~been~~The ~~contributed~~MGA Agreements also include certain terms designed to preserve the ~~insurance~~continuity ~~subsidiary~~of operations for both the MGA and the Company, including certain obligations with respect to pricing and the ~~Company~~conduct onof ~~December~~the ~~31,~~MGA ~~2017;~~Business.

3.The AMGA ~~deferred~~Agreements ~~contingent~~also ~~amount~~authorize ofthe upMGA to ~~$10.0~~handle ~~million,~~claims ~~which~~arising ~~shall~~out ~~be payable in two installments~~ of ~~$5.0 million each on December 31, 2017 and December 31, 2018, respectively, depending upon~~ the ~~achievement~~business ofwritten ~~certain conditions including a required amount of premium distributed~~ by the MGA. ~~Business~~The ~~and~~MGA ~~underwritten~~Agreements byspecify ~~the~~certain ~~Company’s wholly-owned insurance subsidiaries, a~~ minimum ~~commission~~standards ~~rate~~for ~~paid~~claims tohandling. ~~the~~The MGA ~~Business,~~will ~~and~~receive ~~the Company’s wholly-owned insurance subsidiary maintaining~~ a ~~minimum~~fee ~~risk-based~~as ~~capital~~compensation ~~ratio~~for inproviding ~~2017~~these ~~and~~claims ~~2018;~~handling ~~and~~services.

~~4. As additional consideration for the transaction, upon signing the Purchase Agreement, Confie paid the Company $5.0 million of the remaining $10.0 million in contingent payments outstanding~~ (~~Retail Contingent Payment~~b) ~~under~~Third ~~that~~Party ~~certain~~Claims ~~Stock~~Administration ~~and Asset Purchase~~ Agreement dated September 16, 2013 (attached as Exhibit 2.1 to the Company’s Form 8-K filed on September 16, 2013, File No. 000-50795) (Retail Purchase Agreement). The remaining $5.0 million of the Retail Contingent Payment will be paid to the Company at Closing, in full satisfaction of the Retail Contingent Payment obligations under the Retail Purchase Agreement.

InOne ~~connection with the Closing, affiliates~~ of the Company’s insurance subsidiaries and ~~Confie~~the ~~will~~MGA ~~enter~~entered into ~~certain~~a ~~managing~~Third ~~general~~Party ~~agency~~Claims ~~agreements~~Administration Agreement (~~MGA~~TPA ~~Agreements~~Agreement) pursuant to which the ~~acquired~~ MGA ~~Business~~ will ~~continue~~administer toclaims ~~produce~~arising ~~insurance~~out ~~business for the Company’s insurance subsidiaries. The term~~ of ~~the~~or ~~MGA~~in ~~Agreements~~connection iswith ~~expected~~policies toissued ~~continue~~by ~~through at least December 31, 2019. Among other things,~~ the ~~MGA Agreements set forth the terms and conditions under which the MGA Business will produce insurance business for the~~ Company’s insurance ~~subsidiaries~~subsidiary ~~after~~in the ~~Closing~~State ~~and~~of ~~include~~California. ~~terms~~The ~~designed~~MGA towill ~~preserve~~receive ~~the~~a ~~continuity~~fee ofas ~~operations~~compensation for ~~both~~providing ~~the~~these ~~MGA~~claims ~~Business~~handling ~~and the Company~~services.

~~Also~~The atforegoing ~~Closing,~~description ~~affiliates~~ of the ~~Company~~MGA Agreements and ~~Confie~~the ~~will~~TPA ~~enter~~Agreement ~~into~~is a ~~Third~~summary ~~Party~~of ~~Claims~~the ~~Administration~~material ~~Agreement~~terms ~~(TPA~~of ~~Agreement)~~those ~~pursuant~~agreements and does not purport to ~~which~~be ~~the~~complete. ~~acquired~~Such ~~MGA~~description ~~Business~~is ~~will~~qualified ~~administer~~entirely ~~claims~~by ~~arising~~reference ~~out~~to ofthose oragreements, inwhich ~~connection~~the ~~with~~Company ~~policies~~anticipates ~~issued~~will bybe filed with the Company’s ~~insurance~~Quarterly ~~subsidiary~~Report inon Form 10-Q for the ~~State~~quarter ofended ~~California~~June 30, 2015.

~~The~~Item ~~Purchase~~1.02 ~~Agreement~~Termination may be terminated prior to Closing by either party under certain circumstances; provided, however, that if either party terminates the Purchase Agreement due to the other party’s failure to satisfy any of ~~the conditions to close, the breaching party shall pay the non-breaching party~~ a ~~break-up~~Material ~~fee~~Definitive ~~of $5.0 million.~~Agreement

~~The~~Concurrently ~~foregoing~~with ~~description~~the closing of the ~~Purchase~~sale ~~Agreement,~~of the MGA ~~Agreements~~Business ~~and~~as ~~the~~described ~~TPA~~in ~~Agreement~~Item is2.01, ~~a summary of~~ the ~~material~~Company ~~terms~~paid ofoff ~~those agreements~~ and ~~does~~terminated ~~not~~that ~~purport~~certain ~~to be complete~~$40. ~~Such~~0 ~~description~~million issenior ~~qualified~~secured ~~entirely~~credit byfacility ~~reference~~dated toSeptember ~~those~~30, ~~agreements~~2013, ~~which~~by ~~the~~and ~~Company~~between ~~anticipates will be filed with~~ the Company’s ~~Quarterly~~and ~~Report~~Credit onSuisse ~~Form~~AG, ~~10-Q~~Cayman ~~for~~Islands ~~the~~Branch, ~~quarter~~as ~~ended~~Administrative ~~June~~Agent ~~30,~~and ~~2015~~Collateral Agent.

Item 2.01 Completion of Disposition of Assets

On June 30, 2015, the Company completed its sale of the MGA Business pursuant to that certain Stock and Asset Purchase Agreement (Purchase Agreement) with Confie Seguros Holding II Co. and Confie Insurance Group Holdings, Inc., dated June 12, 2015, for an aggregate purchase price of up to $95.0 million in consideration after giving effect to an estimated purchase price adjustment for working capital of the MGA Business as determined on the closing date. The purchase price may be subject to a further post-closing adjustment for working capital to be determined 90 days after the closing date.

The Company received a total of $65.0 million in cash at closing, in addition to the $5.0 million payment received when the Purchase Agreement was signed on June 12, 2015. A deferred amount of $15.0 million is secured by a letter of credit held in escrow and is payable either to the Company’s wholly-owned insurance subsidiary to the extent necessary to maintain minimum quarterly risk-based capital ratios, or to the Company on December 31, 2017. An additional deferred contingent amount of up to $10.0 million is payable depending upon the achievement of certain conditions in 2017 and 2018.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. Forward-looking statements represent our management's judgment regarding future events. Although the Registrant believes that the expectations reflected in such forward-looking statements are reasonable, the Registrant can give no assurance that such expectations will prove to be correct. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. The Registrant cannot guarantee the accuracy of the forward-looking statements, and the Registrant's actual results could differ materially from those contained any forward-looking statements due to a number of factors, including the statements under the heading “Risk Factors” contained in the Registrant's filings with the Securities and Exchange Commission. Accordingly, such forward-looking statements are subject to a number of risks and uncertainties and may cause actual results to differ materially from the Registrant’s expressed expectations.

SIGNATURE

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.

	AFFIRMATIVE INSURANCE HOLDINGS, INC.
Date: June 12, 2015	By:	/s/ John P. Killacky
Date: June 30, 2015	By:	/s/ John P. Killacky
		John P. Killacky
		Executive Vice President and General Counsel

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