ITEM 8.01. OTHER EVENTS.
As previously disclosed, on December 15, 2022, Trean Insurance Group, Inc., a
Delaware corporation (the "Company") entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Treadstone Parent Inc., a Delaware
corporation ("Parent"), and Treadstone Merger Sub Inc., a Delaware corporation
and a direct, wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to
which, subject to the satisfaction or waiver (in accordance with the terms of
the Merger Agreement) of certain conditions set forth in the Merger Agreement,
Merger Sub will be merged with and into the Company (the "Merger"), with the
Company surviving the Merger as a wholly-owned subsidiary of Parent, effective
as of the effective time of the Merger.
At 11:59 p.m. Eastern Time on January 23, 2023, the waiting period applicable to
the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), expired. The expiration of the waiting period under the
HSR Act satisfies one of the conditions to the closing of the Merger. However,
the closing of the Merger remains subject to the satisfaction or waiver (in
accordance with the terms of the Merger Agreement) of the other closing
conditions set forth in the Merger Agreement, including the requisite adoption
of the Merger Agreement and approval of the Merger by the Company's stockholders
pursuant to the Merger Agreement and the receipt of all required insurance
regulatory approvals (or the applicable regulatory authorities' non-objection to
requests for exemptions in respect thereof), among others. As previously
disclosed, the Merger is expected to close in the first half of 2023.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains and the Company's other filings and
press releases may contain forward-looking statements, which include all
statements that do not relate solely to historical or current facts, such as
statements regarding the Company's expectations, intentions or strategies
regarding the future. In some cases, you can identify forward-looking statements
by the following words: "may," "will," "could," "would," "should," "expect,"
"intend," "plan," "anticipate," "believe," "estimate," "predict," "project,"
"aim," "potential," "continue," "ongoing," "goal," "can," "seek," "target," or
the negative of these terms or other similar expressions, although not all
forward-looking statements contain these words. These forward-looking statements
are based on management's beliefs, as well as assumptions made by, and
information currently available to, the Company. Because such statements are
based on expectations as to future financial and operating results and are not
statements of fact, actual results may differ materially from those projected
and are subject to a number of known and unknown risks and uncertainties,
including: (i) the risk that the proposed Merger may not be completed in a
timely manner or at all, which may adversely affect the Company's business and
the price of the Company's common stock; (ii) the failure to satisfy any of the
conditions to the consummation of the proposed transaction, including the
adoption of the Merger Agreement by the Company's stockholders and the receipt
of certain regulatory approvals; (iii) the occurrence of any event, change, or
other circumstance or condition that could give rise to the termination of the
Merger Agreement, including in circumstances requiring the Company to pay a
termination fee; (iv) the effect of the announcement or pendency of the proposed
transaction on the Company's business relationships, operating results, and
business generally; (v) risks that the proposed transaction disrupts the
Company's current plans and operations; (vi) the Company's ability to retain and
hire key personnel in light of the proposed transaction; (vii) risks related to
diverting management's attention from the Company's ongoing business operations;
(viii) unexpected costs, charges, or expenses resulting from the proposed
transaction; (ix) potential litigation relating to the Merger that could be
instituted against Altaris, the Company, or their respective directors,
managers, or officers, including the effects of any outcomes related thereto;
(x) certain restrictions during the pendency of the Merger that may impact the
Company's ability to pursue certain business opportunities or strategic
transactions; (xi) unpredictability and severity of catastrophic events,
including but not limited to acts of terrorism, war or hostilities, or
pandemics, including the COVID-19 pandemic, as well as management's response to
any of the aforementioned factors; (xii) other risks described in the Company's
filings with the Securities and Exchange Commission ("SEC"), such risks and
uncertainties described under the headings "Forward-Looking Statements," "Risk
Factors" and other sections of the Company's Annual Report on Form 10-K filed
with the SEC on March 16, 2022 and subsequent filings; and (xiii) those risks
and uncertainties that are described in the preliminary proxy statement that was
filed with the SEC and that will be described in the definitive proxy statement
that will be filed with the SEC (if and when it becomes available from the
sources indicated below), including any considerations taken into account by the
Special Committee (as defined in the Merger Agreement) and the Board of
Directors (as defined in the Merger Agreement) in approving the merger agreement
and recommending to the Company's stockholders that they adopt and approve the
merger agreement. While the list of risks and uncertainties presented here, and
the discussion of risks and uncertainties presented in the proxy statement, is
considered representative, no such list or discussion should be considered a
complete statement of all potential risks and uncertainties. Unlisted factors
may present significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems, financial loss,
and legal liability to third parties and similar risks, any of which could have
a material adverse effect on the completion of the Merger and/or the Company's
consolidated financial condition, results of operations, or liquidity. The
forward-looking statements speak only as of the date they are made. The Company
undertakes no obligation to update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
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Additional Information and Where to Find it
In connection with the Merger, the Company filed a preliminary proxy statement
on Schedule 14A with the SEC on January 19, 2023. The Company and Parent jointly
filed a transaction statement on Schedule 13E-3 with the SEC on January 19,
2023. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, COMPANY STOCKHOLDERS ARE
URGED TO READ THE PRELIMINARY PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER
RELEVANT DOCUMENTS, INCLUDING THE DEFINITIVE PROXY STATEMENT (IF AND WHEN IT
BECOMES AVAILABLE), THAT ARE FILED OR WILL BE FILED WITH THE SEC (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE MERGER, AND RELATED MATTERS. The definitive proxy statement (if and
when it becomes available) will be mailed to stockholders of the Company.
Stockholders will be able to obtain the documents (when they become available)
free of charge at the SEC's website, http://www.sec.gov. In addition,
stockholders may obtain free copies of the documents (if and when they become
available) on the Company's website, www.trean.com, under the heading "Investor
Relations."
Participants in the Solicitation
The Company and certain of its directors, executive officers, and other
employees, under the SEC's rules, may be deemed to be participants in the
solicitation of proxies of the Company's stockholders in connection with the
Merger. Additional information regarding the interests of those participants and
other persons who may be deemed participants in the Merger and their respective
direct and indirect interests in the Merger, by security holdings or otherwise,
will be included in the definitive proxy statement and other materials to be
filed with the SEC in connection with the Merger (if and when they become
available). Information relating to the foregoing can also be found in the
Company's definitive proxy statement for its 2022 Annual Meeting of Stockholders
(the "2022 Proxy Statement"), which was filed with the SEC on April 5, 2022. To
the extent that holdings of Company's securities have changed since the amounts
printed in the 2022 Proxy Statement, such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the SEC. Free copies
of these documents may be obtained as described in the preceding paragraph.
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