Trean Insurance Group Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Leadership Update, Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---

FORM 8-K

---

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 21, 2023

---

TREAN INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

---

 

(952) 974-2200

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

---

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Securities registered pursuant to Section 12(b) of the Act:

 

INTRODUCTORY NOTE.

 

ITEM 2.01.

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On April 21, 2023, pursuant to the terms of the Merger Agreement, the Merger was completed, with Merger Sub being merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to certain exceptions, was automatically converted into the right to receive an amount in cash equal to $6.15 per share, without interest, pursuant to the Merger Agreement. A description of the consideration payable to holders of the Company’s options, restricted stock units, performance stock units and market stock units is set forth under the heading “Terms of the Merger Agreement—Transaction Consideration—Outstanding Trean Equity Awards” in the Company’s Definitive Proxy Statement filed with the SEC on March 16, 2023, as supplemented on April 12, 2023 (the “Proxy Statement”), and such description is incorporated herein by reference.

 

The total aggregate cash consideration paid to holders of Company Common Stock, options, restricted stock units, performance stock units and market stock units outstanding at the effective time of the Merger (subject to certain exceptions) was approximately $148.8 million. The sources of funds for such cash consideration were equity contributions from investment funds associated with Altaris, together with cash from the Company's balance sheet.

 

The information set forth in the Introductory Note above is incorporated herein by reference. The foregoing description, including the portions incorporated by reference herein, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 hereto and incorporated herein by reference.

 

ITEM 3.01.

NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

The Company intends to file with the SEC a certification on Form 15 with respect to the Common Stock requesting the deregistration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

 

The information set forth in the Introductory Note and Item 2.01 above (including the section of the Proxy Statement listed therein) is incorporated herein by reference.

 

ITEM 3.03.

MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.

Upon the effective time of the Merger on April 21, 2023, each issued and outstanding share of Common Stock, subject to certain exceptions, was canceled and ceased to exist, and holders of Common Stock immediately prior to the effective time of the Merger ceased to have any rights as stockholders of the Company (other than their right to receive the transaction consideration of $6.15 per share in cash, without interest, pursuant to the Merger Agreement). The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 hereto and incorporated herein by reference.

 

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 is incorporated herein by reference.

 

 

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger on April 21, 2023, the Company became a wholly-owned subsidiary of Parent and, accordingly, a change in control of the Company occurred.

 

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 is incorporated herein by reference.

 

 

At the effective time of the Merger on April 21, 2023, the Amended and Restated Certificate of Incorporation of the Company, was amended and restated in its entirety. In addition, in connection with the Merger, the Amended and Restated By-laws of the Company, were amended and restated in their entirety. The Second Amended and Restated Certificate of Incorporation of the Company and the Second Amended and Restated Bylaws of the Company are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.

 

On April 21, 2023, the Company and Altaris issued a joint press release announcing the closing of the Merger. The joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)

Exhibits.

SIGNATURES

 

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.

---