SEC Form SC 13E3/A filed by Trean Insurance Group Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT

UNDER SECTION 13(E) OF

THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 3

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TREAN INSURANCE GROUP, INC.

(Name of the Issuer)

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Trean Insurance Group, Inc.

Treadstone Parent Inc.

Treadstone Upper Parent Inc.

Treadstone Aggregator L.P.

Altaris Health Partners V, L.P.

Altaris Health Partners V-A, L.P.

AHP V GP, L.P.

AHP-TH LLC

AHP-BHC LLC

ACP-TH LLC

ACP-BHC LLC

Altaris Health Partners III, L.P.

AHP III GP, L.P.

Altaris Constellation Partners, L.P.

AHP Constellation GP, L.P.

Altaris Partners, LLC

George E. Aitken-Davies

Daniel G. Tully

 (Names of Persons Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

89457R101

(CUSIP Number of Class of Securities)

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Trean Insurance Group, Inc.
150 Lake Street West		Treadstone Parent Inc.
Wayzata, MN 55391		Treadstone Upper Parent Inc.
(952) 974-2200		Treadstone Aggregator L.P.
Attn: Patricia A. Ryan		Altaris Health Partners V, L.P.
		Altaris Health Partners V-A, L.P.
		AHP V GP, L.P.
		AHP-TH LLC
		AHP-BHC LLC
		ACP-TH LLC
		ACP-BHC LLC
		Altaris Health Partners III, L.P.
		AHP III GP, L.P.
		Altaris Constellation Partners, L.P.
		AHP Constellation GP, L.P.
		Altaris Partners, LLC
		George E. Aitken-Davies
		Daniel G. Tully
		c/o Altaris Partners, LLC
		10 East 53rd Street, 31st Floor
		New York, NY 10022
		(212) 931-0250
		Attn: Daniel G. Tully & Charles Mullens

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices

and Communications on Behalf of the Persons Filing Statement)

With copies to

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This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

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Introduction

 

This Amendment No. 3 (this “Final Amendment”) to the Transaction Statement on Schedule 13E-3 (as originally filed on January 19, 2023, and subsequently amended by Amendment No. 1 filed on March 16, 2023 and Amendment No. 2 filed on April 12, 2023, together with all exhibits thereto and hereto, this “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), by (1) Trean Insurance Group, Inc. (“Trean” or the “Company”); (2) Treadstone Parent Inc., a Delaware corporation (“Parent”), (3) Treadstone Upper Parent Inc., a Delaware corporation (“Upper Parent”), (4) Treadstone Aggregator L.P., a Delaware limited partnership (“Aggregator”), (5) Altaris Health Partners V, L.P., a Delaware limited partnership (“Altaris Health Partners V”), (6) Altaris Health Partners V-A, L.P., a Delaware limited partnership (“Altaris Health Partners V-A”), (7) AHP V GP, L.P., a Delaware limited partnership (“AHP V GP”), (8) AHP-TH LLC, a Delaware limited liability company (“AHP-TH”), (9) AHP-BHC LLC, a Delaware limited liability company (“AHP-BHC”), (10) ACP-TH LLC, a Delaware limited liability company (“ACP-TH”), (11) ACP-BHC LLC, a Delaware limited liability company (“ACP-BHC”), (12) Altaris Health Partners III, L.P., a Delaware limited partnership (“Altaris Health Partners III”), (13) AHP III GP. L.P., a Delaware limited partnership (“AHP III GP”), (14) Altaris Constellation Partners, L.P., a Delaware limited partnership (“Altaris Constellation Partners”), (15) AHP Constellation GP, L.P., a Delaware limited partnership (“AHP Constellation GP”), (16) Altaris Partners, LLC, a Delaware limited liability company (“Altaris Partners”), (17) George E. Aitken-Davies and (18) Daniel G. Tully (each of (1) through (18) a “Filing Person,” and collectively, the “Filing Persons”).

 

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of December 15, 2022 (as it may be amended from time to time, the “Merger Agreement”), by and among Trean, Parent and Treadstone Merger Sub Inc., a Delaware corporation (“Merger Sub”). Pursuant to the Merger Agreement, on April 21, 2023, Merger Sub merged with and into Trean (the “Merger”) with Trean surviving the Merger as a wholly-owned subsidiary of Parent. As a result of the Merger, Merger Sub ceased to exist as an independent entity and, therefore, is no longer a filing person.

 

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the Merger and to reflect certain updates as detailed below. Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Final Amendment.

 

The information concerning Trean contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by Trean. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person is responsible for the accuracy of any information supplied by any other Filing Person.

 

 

Regulation M-A Item 1011(b) and (c)

 

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each option to purchase Trean Common Stock outstanding as of immediately prior to the Effective Time (each, a “Company Option”), whether vested or unvested, was cancelled and entitles the holder thereof to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Trean Common Stock subject to such Company Option as of immediately prior to the Effective Time, and (ii) the excess, if any, of the Transaction Consideration over the exercise price per share of the shares subject to such Company Option;

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each performance stock unit award outstanding as of immediately prior to the Effective Time (each, a “Company PSU Award”) became vested, was cancelled and entitles the holder thereof to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) a pro-rated number of shares of Trean Common Stock that would have vested pursuant to the terms of such Company PSU Award based on projected performance through the end of the applicable performance period as set forth in the Merger Agreement, and (ii) the Transaction Consideration;

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each market stock unit award of Trean (each, a “Company MSU Award”) outstanding immediately prior to the Effective Time became vested, was cancelled and entitles the holder thereof to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Trean Common Stock that would have vested pursuant to the terms of such Company MSU Award based on actual performance through the Effective Time, and (ii) the Transaction Consideration; and

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each restricted stock unit award of Trean (each, a “Company RSU Award”) outstanding immediately prior to the Effective Time, subject to certain exceptions, became fully vested, was cancelled and entitles the holder to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Trean Common Stock subject to such Company RSU Award and (ii) the Transaction Consideration.

 

 

Regulation M-A Item 1016(a) through (d), (f) and (g)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: April 21, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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