SEC Form SC 13E3/A filed by Trean Insurance Group Inc. (Amendment)
Trean Insurance Group, Inc. | ||
150 Lake Street West
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Treadstone Merger Sub Inc.
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Wayzata, MN 55391 |
Treadstone Parent Inc.
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(952) 974-2200
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Treadstone Upper Parent Inc.
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Attn: Patricia A. Ryan
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Treadstone Aggregator L.P.
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Altaris Health Partners V, L.P.
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Altaris Health Partners V-A, L.P.
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AHP V GP, L.P.
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AHP-TH LLC
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AHP-BHC LLC
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ACP-TH LLC
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ACP-BHC LLC
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Altaris Health Partners III, L.P.
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AHP III GP, L.P.
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Altaris Constellation Partners, L.P.
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AHP Constellation GP, L.P.
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Altaris Partners, LLC
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George E. Aitken-Davies
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Daniel G. Tully
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c/o Altaris Partners, LLC
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10 East 53rd Street, 31st Floor
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New York, NY 10022
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(212) 931-0250
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Attn: Daniel G. Tully & Charles Mullens
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Bass, Berry & Sims PLC
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Kirkland & Ellis LLP
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150 Third Avenue South
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601 Lexington Avenue
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Nashville, TN 37201
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New York, NY 10022
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(615) 742-6200
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(212) 446-4800
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Attn: J. Page Davidson & Scott W. Bell
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Attn: David B. Feirstein, P.C.
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Morris, Nichols, Arsht & Tunnell LLP
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1201 N. Market Street
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Wilmington, DE 19801
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(302) 351-9169
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Attn: Eric Klinger-Wilensky & James Honaker
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a. |
☒ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of
1934.
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b. |
☐ The filing of a registration statement under the Securities Act of 1933.
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c. |
☐ A tender offer.
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d. |
☐ None of the above.
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Item 1. |
Summary Term Sheet
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Item 2. |
Subject Company Information
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(a) |
Name and address. Trean’s name, and the address and telephone number of its principal executive offices are:
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(b) |
Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(c) |
Trading market and price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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(d) |
Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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(e) |
Prior public offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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(f) |
Prior stock purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 3. |
Identity and Background of Filing Person
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(a) – (b)
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Name and Address of Each Filing Person; Business and Background of Entities. The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
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(c) |
Business and Background of Natural Persons.
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Item 4. |
Terms of the Transaction
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(a) |
Material terms.
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(1) |
Tender offer. Not applicable.
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(2) |
Merger or Similar Transactions.
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(i) |
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(ii) |
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(iii) |
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(iv) |
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(v) |
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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(vi) |
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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(vii) |
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
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(c) |
Different terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(d) |
Appraisal rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(e) |
Provisions for unaffiliated security holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by
reference:
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(f) |
Eligibility for listing or trading. Not applicable.
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Item 5. |
Past Contacts, Transactions, Negotiations and Agreements
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(b) – (c)
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Significant corporate events; Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
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(e) |
Agreements involving the subject company’s securities. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
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Item 6. |
Purposes of the Transaction and Plans or Proposals
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(b) |
Use of securities acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 7. |
Purposes, Alternatives, Reasons and Effects
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(a) |
Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(b) |
Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(c) |
Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(d) |
Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 8. |
Fairness of the Transaction
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(a) – (b)
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Fairness; Factors considered in determining fairness. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
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(c) |
Approval of security holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(d) |
Unaffiliated representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(e) |
Approval of directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(f) |
Other offers. Not applicable.
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Item 9. |
Reports, Opinions, Appraisals and Negotiations
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(a) – (b)
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Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
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(c) |
Availability of documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the
principal executive offices of Trean during its regular business hours by any interested equity security holder of Trean or representative who has been so designated in writing.
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Item 10. |
Source and Amounts of Funds or Other Consideration
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(a) – (b)
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Source of funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(c) |
Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(d) |
Borrowed funds. Not applicable.
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Item 11. |
Interest in Securities of the Subject Company
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(a) |
Securities ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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(b) |
Securities transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 12. |
The Solicitation or Recommendation
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(d) |
Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
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(e) |
Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 13. |
Financial Information
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(a) |
Financial statements. The audited consolidated financial statements of Trean for the fiscal years ended December 31, 2022 and 2021 are incorporated
herein by reference to Trean’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on March 16, 2023 (see “Item 8 - Financial Information” beginning on page 75).
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(b) |
Pro forma information. Not applicable.
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Item 14. |
Persons/Assets, Retained, Employed, Compensated or Used
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(a) – (b)
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Solicitations or recommendations; Employees and corporate assets. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
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Item 15. |
Additional Information
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(b) |
Golden Parachute Compensation. Not applicable.
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(c) |
Other material information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
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Item 16. |
Exhibits
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Definitive Proxy Statement of Trean Insurance Group, Inc. (the “Proxy Statement”) (included in the Schedule 14A filed with the SEC on March 16, 2023, and incorporated herein by reference).
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Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).
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Letter to Trean Insurance Group, Inc. Stockholders (included in the Proxy Statement and incorporated herein by reference).
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Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference).
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Current Report on Form 8-K, dated December 16, 2022 (included in Schedule 14A filed on December 16, 2022 and incorporated herein by reference).
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Current Report on Form 8-K, dated December 19, 2022 (included in Schedule 14A filed on December 19, 2022 and incorporated herein by reference).
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Current Report on Form 8-K, dated January 26, 2023 (included in Schedule 14A filed on January 26, 2023 and incorporated herein by reference).
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Definitive Additional Proxy Soliciting Materials (included in Schedule 14A filed on March 16, 2023 and incorporated herein by reference).
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Current Report on Form 8-K, dated March 22, 2023 (incorporated herein by reference).
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Definitive Additional Proxy Soliciting Materials (included in Schedule 14A filed on April 12, 2023 and incorporated herein by reference).
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Definitive Additional Proxy Soliciting Materials (included in Schedule 14A filed on April 12, 2023 and incorporated herein by reference).
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Discussion Materials of Houlihan Lokey, Inc. for the Special Committee, dated October 28, 2022.
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Discussion Materials of Houlihan Lokey, Inc. for the Special Committee, dated December 15, 2022.
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Opinion of Houlihan Lokey, Inc., dated December 15, 2022 (incorporated herein by reference to Annex B of the Proxy Statement).
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Agreement and Plan of Merger, dated as of December 15, 2022, by and among Trean, Treadstone Parent Inc., and Treadstone Merger Sub Inc. (incorporated herein by reference to Annex A of the Proxy Statement).
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Voting and Support Agreement, dated as of December 15, 2022, by and among Trean Insurance Group, Inc., AHP-BHC LLC, AHP-TH LLC, ACP-BHC LLC, ACP-TH LLC and Altaris Partners, LLC (incorporated herein by
reference to Annex D of the Proxy Statement).
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Equity Commitment Letter, dated as of December 15, 2022, by and between Altaris Health Partners V, L.P., Altaris Health Partners V-A, L.P. and Treadstone Parent Inc.
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Limited Guarantee, dated as of December 15, 2022, by and between Altaris Health Partners V, L.P., Altaris Health Partners V-A, L.P., and Trean Insurance Group, Inc.
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Section 262 of the General Corporation Law of the State of Delaware (incorporated herein by reference to Annex C of the Proxy Statement).
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107*
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Filing Fee Table.
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*
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Previously filed with the Schedule 13e-3 filed with the SEC on January 19, 2023.
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TREAN INSURANCE GROUP, INC.
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By:
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/s/ Julie A. Baron
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Name:
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Julie A. Baron
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Title:
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Chief Executive Officer
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TREADSTONE MERGER SUB INC.
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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President
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TREADSTONE PARENT INC.
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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President
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TREADSTONE UPPER PARENT INC.
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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President
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TREADSTONE AGGREGATOR L.P.
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By: AHP V GP, L.P., its general partner
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By: Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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ALTARIS HEALTH PARTNERS V, L.P.
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By: AHP V GP, L.P., its general partner
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By: Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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ALTARIS HEALTH PARTNERS V-A, L.P.
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By: AHP V GP, L.P., its general partner
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By: Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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AHP V GP, L.P.
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By: Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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AHP-TH LLC
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By:
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Altaris Health Partners III, L.P., its sole member
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By:
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AHP III GP, L.P., its general partner
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By:
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Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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AHP-BHC LLC
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By:
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Altaris Health Partners III, L.P., its sole member
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By:
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AHP III GP, L.P., its general partner
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By:
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Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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ACP-TH LLC
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By:
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Altaris Constellation Partners, L.P., its sole member
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By:
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AHP Constellation GP, L.P., its general partner
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By:
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Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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ACP-BHC LLC
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By:
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Altaris Constellation Partners, L.P., its sole member
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By:
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AHP Constellation GP, L.P., its general partner
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By:
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Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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ALTARIS HEALTH PARTNERS III, L.P.
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By: AHP III GP, L.P., its general partner
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By: Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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AHP III GP, L.P.
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By: Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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ALTARIS CONSTELLATION PARTNERS, L.P.
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By: AHP Constellation GP, L.P., its general partner
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By: Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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AHP CONSTELLATION GP, L.P.
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By: Altaris Partners, LLC, its general partner
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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ALTARIS PARTNERS, LLC
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By:
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/s/ Daniel G. Tully
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Name:
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Daniel G. Tully
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Title:
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Manager
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/s/ George E. Aitken-Davies
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George E. Aitken-Davies
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/s/ Daniel G. Tully
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Daniel G. Tully
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