NI Holdings Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously disclosed in the Current Report on Form 8-K filed by NI Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (“SEC”) on May 8, 2024, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”), dated May 7, 2024, between the Company and Scott Insurance Holdings, LLC, (“Scott Insurance Holdings”) to sell its subsidiary, Westminster American Insurance Company (“Westminster”), to Scott Insurance Holdings (“Buyer”), a privately owned Maryland limited liability company, for a cash purchase price of $10.5 million (collectively, the “Transaction”). Scott Insurance Holdings is affiliated with John Scott, Sr., the father of the president of Westminster, John Scott, Jr.
On June 30, 2024 (“Closing Date”), the Company completed the previously announced sale of Westminster to Scott Insurance Holdings for a cash purchase price of $10.5 million, subject to certain post-closing adjustments pursuant to the Purchase Agreement, including a post-closing payment to or from the Company based on the ending statutory surplus balance for Westminster.
As a result of the completion of the Transaction, the Company met the criteria set forth in Accounting Standards Codification 205-20, Presentation of Financial Statements - Discontinued Operations and is including in this Current Report on Form 8-K the Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2024 giving effect to the Transaction. In addition, the Company is including Unaudited Pro Forma Consolidated Statements of Operations for the three months ended March 31, 2024 as well as the years ended December 31, 2023, 2022, and 2021 as outlined in Item 9.01.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which was filed with the SEC as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 8, 2024 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Statements
The following financial information of NI Holdings, Inc. is included as Exhibit 99.1 to this Current Report on Form 8-K and is filed herewith and incorporated herein by reference:
| · | Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2024 |
| · | Unaudited Pro Forma Consolidated Statements of Operations for the three months ended March 31, 2024 as well as the years ended December 31, 2023, 2022, and 2021 |
| · | Notes to the Unaudited Pro Forma Consolidated Financial Statements |
(d) Exhibits
| Exhibit Number | Description |
| 2.1* | Stock Purchase Agreement, dated May 7, 2024 (1) |
| 99.1 | Unaudited Pro Forma Consolidated Financial Information of NI Holdings, Inc. |
| 99.2 | Press Release dated July 5, 2024 |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
| (1) | Filed as Exhibit 2.1 to the Company’s Form 8-K (File No. 001-37973) filed with the SEC on May 8, 2024, and incorporated herein by reference. |
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of the omitted exhibit or schedule will be furnished supplementally to the SEC or its staff upon request. |
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.
| NI Holdings, Inc. | ||
| Date: July 5, 2024 | By: | /s/ Michael J. Alexander |
| Michael J. Alexander | ||
| President and Chief Executive Officer | ||