Patriot National, Inc. (NYSE: PN)
A class action has been commenced on behalf of purchasers of Patriot National, Inc. (NYSE: PN) common stock between March 3, 2016 and November 14, 2016 (the “Class Period”).
The complaint charges Patriot National and its Chairman/CEO, Steven Mariano, with violations of the Securities Exchange Act of 1934. Patriot National is an insurance service holding company that was incorporated in 2013 to consolidate a group of insurance service companies controlled by Mariano, who owns approximately 54% of Patriot National’s outstanding shares.
On March 3, 2016, the Company announced a stock repurchase program that would allow Patriot National to repurchase up to $15 million in common stock (the “Stock Repurchase Program”) and cause the Company to amend its existing credit agreements so it could refinance the purchase.
The complaint alleges that throughout the Class Period, defendants falsely represented that the Stock Repurchase Programs’ purpose was to increase the Company’s stock price because it did not accurately reflect the Company’s value. According to the complaint, however, the true purpose of the Stock Repurchase Program was to artificially inflate the market price of the Company’s stock to enable Mariano to provide fewer shares to private equity investors pursuant to a previously executed agreement and to maintain his control of the Company. As a result of defendants’ false and misleading statements, the price of Patriot National stock was artificially inflated, with the stock trading at prices close to $10 per share during the Class Period.
On November 14, 2016, the Company announced it was expanding the Stock Repurchase Program from $15 million to $40 million. The Company characterized this expansion of the Stock Repurchase Program (along with a special dividend) as a reward to shareholders for their patience. Investors, however, saw the truth – that the Stock Repurchase Program was not initiated because of the Company’s concern that the stock was significantly undervalued, but rather to allow Mariano to decrease the number of shares he would be required to deliver to private equity investors and maintain his position as controlling shareholder of Patriot National. The same day, the Company announced negative third quarter earnings of $.06 per share. The Form 10-Q filed that day disclosed that no new repurchases had been made that quarter, and as a result, the earnings per share results were no longer being artificially manipulated by the Stock Repurchase Program. Following this revelation, Patriot National’s stock price dropped nearly 10% on very high volume, and the stock continued to trade at very high volume for two more days, closing on November 16, 2016 at a price over 12% lower than the price it had traded at prior to the announcement.
If you are a current shareholder and purchased stock between March 3, 2016 and November 14, 2016, and would like to discuss your options of exercising your rights as a shareholder, please contact us.
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