NI Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 7, 2024, NI Holdings, Inc., a North Dakota Corporation (“Seller”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), dated May 7, 2024, between the Seller and Scott Insurance Holdings, LLC, (“Scott Insurance Holdings”) to sell its subsidiary, Westminster American Insurance Company (the “Company”), to Scott Insurance Holdings, a privately owned Maryland limited liability company (“Buyer”), for a cash purchase price of $10.5 million (the “Sale”). Scott Insurance Holdings is affiliated with John Scott, Sr., the father of the president of the Company, John Scott, Jr.
The Stock Purchase Agreement contains representations, warranties, covenants and indemnities by the parties customary for transactions of this type. The closing of the Sale, which is expected to occur in 2024, is subject to customary closing conditions, including, among others, approval of the North Dakota Insurance Department and Buyer obtaining reinsurance.
The Stock Purchase Agreement contains customary termination rights for each of Seller and Buyer, including the right of either Seller or Buyer to terminate the Stock Purchase Agreement if the closing of the Sale has not occurred by September 1, 2024.
The representations, warranties and covenants contained in the Stock Purchase Agreement were made only for purposes of the Stock Purchase Agreement and as of specified dates, were solely for the benefit of the parties to the Stock Purchase Agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Stock Purchase Agreement. The representations and warranties have been made for the purpose of allocating contractual risk between the parties to the Stock Purchase Agreement instead of establishing these matters as facts and may be subject to a contractual standard of materiality different from what might be viewed as material to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Seller or Buyer. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Stock Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The foregoing summary of the Stock Purchase Agreement and the Sale does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stock Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Looking Statements
Some of the statements included in this Form 8-K, particularly those relating to the Sale, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Actual results could vary materially. Factors that could cause actual results to vary materially include obtaining regulatory approval and reinsurance for the Company after the Sale, and other risks we describe in the periodic reports we file with the Securities and Exchange Commission. You should not place undue reliance on any such forward-looking statements. We disclaim any obligation to update such statements or to announce publicly the results of any revisions that we may make to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our SEC reports, including, but not limited to our Annual Report on Form 10-K, as filed with the SEC.
| Item 7.01 | Regulation FD Disclosure. |
On May 8, 2024, Seller issued a press release announcing its entry into the Stock Purchase Agreement, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 2.1* | Stock Purchase Agreement, dated May 7, 2024 |
| 99.1 | Press Release dated May 8, 2024. |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
* 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: May 8, 2024 | By: | /s/ Michael J. Alexander |
| Michael J. Alexander | ||
| President and Chief Executive Officer | ||