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Share Name | Share Symbol | Market | Type |
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Protective Insurance Corporation | NASDAQ:PTVCB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 23.30 | 23.26 | 23.31 | 0 | 01:00:00 |
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Class A common stock, no par value, and Class B common stock, no par value
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(2)
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Aggregate number of securities to which transaction applies:
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As of March 11, 2021, there were: 2,603,350 Company Class A Shares issued and outstanding and 11,882,775 Company Class B Shares issued and outstanding (of which 329,974 were restricted shares, which are unvested awards of Company Class B Shares)
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Solely for purposes of calculating the registration fee, the maximum aggregate value of the transaction was calculated as the sum of (A) 14,486,125 shares of common stock (including restricted shares), multiplied by (B) $23.30 per share. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying 0.0001091 by the maximum aggregate value of the transaction.
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(4)
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Proposed maximum aggregate value of transaction: $337,526,712
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(5)
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Total fee paid: $36,824.16
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Proposal 1: to approve the merger agreement, the merger and the other transactions contemplated thereby;
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Proposal 2: to approve, on a nonbinding advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger as reported on the Merger-Related Compensation table on page [84] of the accompanying proxy statement; and
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Proposal 3: to approve an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient Class A shares represented to constitute a quorum to approve Proposal 1 at the special meeting.
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By Order of the Board of Directors,
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Sally Wignall
Senior Vice President,
General Counsel and Secretary
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Proposal 1 (the “merger proposal”): to approve the merger agreement, the merger and the other transactions contemplated thereby;
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Proposal 2 (the “merger-related compensation proposal”): to approve, on a nonbinding advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger as reported on the Merger-Related Compensation table on page [84] of this proxy statement; and
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Proposal 3 (the “adjournment proposal”): to approve an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient Class A shares represented to constitute a quorum to approve the merger proposal at the special meeting.
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Lapse of Restrictions on Equity Awards. The Company’s executive officers and directors have previously been granted time-based restricted stock awards (“Company RSAs”) under the Company’s equity incentive plan. Company RSAs will vest as described in the merger agreement and become payable in cash in connection with the merger.
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Individual Agreements. Employment, non-competition, confidentiality, or similar agreements with the executive officers provide for severance payments and benefits if the executive is terminated without cause or resigns for good reason within 120 days prior to a change in control or two (2) years following a change in control or, in the case of Messrs. Goldstein and Schmiedt, if the executive resigns for any reason within two (2) years following a change in control. The severance payments and benefits are as follows:
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for Mr. Edgecliffe-Johnson, (i) two (2) times the executive’s base salary, (ii) target annual incentive plan (“STIP”) and target long-term incentive plan (“LTIP”) bonuses for the year of termination, (iii) full vesting of equity or other LTIP awards and (iv) continued health benefits under COBRA for twelve (12) months;
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for Messrs. Barnett and Omidfar, (i) one (1) times the executive’s base salary, (ii) target STIP and target LTIP bonuses for the year of termination, (iii) full vesting of equity or other LTIP awards and (iv) continued health benefits under COBRA for twelve (12) months; and
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for Messrs. Goldstein and Schmiedt, (i) two (2) times the executive’s base salary, (ii) two (2) years’ holiday bonus, (iii) annual incentive bonus including STIP and LTIP for the year of termination and (iv) continued health benefits under COBRA for twelve (12) months.
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CEO Good Reason Waiver. In connection with the execution of the merger agreement, Mr. Edgecliffe-Johnson entered into a letter agreement with the Company, under which (i) he agreed to waive his right to resign for “good reason” under certain circumstances for one year following the closing that would have otherwise constituted good reason under his employment agreement, (ii) he may resign during the sixty (60)-day period following the first anniversary of the closing and receive the severance payments and benefits described above and (iii) if there were no LTIP awards granted to him for 2021, the cash severance payment amount would have included an additional $900,000.
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Treatment of Annual Incentive Awards. With respect to the year in which the closing of the merger occurs, Parent will honor and pay to each employee of the Company and its subsidiaries who is employed as of immediately prior to the closing (each such employee, a “continuing employee”) an annual cash bonus payable pursuant to the STIP no later than the time such annual bonus is due under the STIP and prior to March 15 of the year following the year in which the closing occurs; provided that if a continuing employee, including the executive officers, incurs an involuntary termination other than for cause prior to such payment date, his or her annual bonus will be paid on a pro rata basis based on the level of performance achievement measured in a good faith manner consistent with the Company’s past practice.
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2021 Long-Term Incentive Awards. The only LTIP award granted with respect to 2021 was made to Mr. Edgecliffe-Johnson in the form of a cash award with a target value of $900,000, and no other executive officers received an LTIP award in 2021. However, solely for purposes of determining each executive officer’s severance payment amount upon a qualifying termination, the Compensation and Human Capital Committee of the Company’s board of directors has approved the following target amounts of deemed LTIP grants with respect to the 2021 fiscal year: Mr. Barnett ($115,500), Mr. Goldstein ($92,500), Mr. Omidfar ($92,500) and Mr. Schmiedt ($92,500).
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Indemnification and Insurance. The merger agreement requires that the Company continue to provide for certain indemnification arrangements for the Company’s current and former officers and directors (as set forth in the Company’s existing articles of incorporation and code of by-laws) and the continuation of certain director and officer insurance arrangements for the benefit of the Company’s current and former officers and directors for six years after the completion of the transactions.
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Continuation of Certain Compensation and Benefits. Under the terms of the merger agreement, Parent has agreed to maintain during the period beginning on the closing date of the merger and ending on December 31 of the year in which closing occurs (the “continuation period”), certain levels of compensation and benefits for continuing employees of the Company, including the executive officers.
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Reimbursement of Certain Expenses. The expense reimbursement agreement requires the Company to reimburse up to $750,000 of certain reimbursement obligations that the Company’s shareholders party to the Voting Agreement, including Mr. Nathan Shapiro (a director of the Company) and certain trusts for which Stephen Gray (a director of the Company) is trustee, have to the offering parties under the Amended and Restated Stockholder Support and Contingent Sale Agreement that certain shareholders of the Company entered into on August 17, 2020 (“A&R SSCSA”), as a result of terminating certain of their obligations under such agreement.
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the merger has not been consummated by the “outside termination date” of November 14, 2021 (which may be extended to February 14, 2022, by either Parent or the Company on November 14, 2021, if on such date all conditions to closing other than the condition relating to the obtaining of required regulatory approvals have been satisfied);
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a governmental authority has issued a final and nonappealable order, or a law is in effect, that permanently prevents or prohibits the merger; provided that the party seeking termination has complied with its obligations to use reasonable best efforts to obtain governmental approvals and the occurrence of such was not primarily due to the failure of that party to perform its obligations under the merger agreement;
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the Company voting shareholders do not approve the merger proposal; or
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there has been a breach by the Company or Parent (subject to a 45-day cure period) of its representations, warranties or covenants and such breach would result in the failure to satisfy the conditions to closing related to representations, warranties or covenants; provided that the party seeking termination is not then in material breach of any of its representations, warranties, covenants or agreements.
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Why am I receiving this proxy statement?
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The Company, Parent, and Merger Sub, an indirect, wholly owned subsidiary of Parent, have entered into the merger agreement, pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as an indirect, wholly owned subsidiary of Parent.
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When and where is the special meeting?
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The special meeting will take place at [•] [a.m.], Eastern Time, on [•] [•], 2021, in a virtual meeting format only, via live webcast at www.virtualshareholdermeeting.com/PTVCA2021SM. The virtual meeting will provide the same rights of a physical meeting. Shareholders will be able to present questions online during the meeting through www.virtualshareholdermeeting.com/PTVCA2021SM, providing our shareholders with the opportunity for meaningful engagement with the Company. You will not be able to attend the special meeting in person.
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How do I participate in the special meeting?
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To participate in the special meeting, you must have your control number that is shown on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials. You may access the special meeting by visiting www.virtualshareholdermeeting.com/PTVCA2021SM. You will be able to submit questions during the meeting by typing your question into the “ask a question” box on the meeting page. Should you require technical assistance, support will be available by dialing [•] (U.S.) or [•] (International) during the meeting; these telephone numbers will also be displayed on the meeting webpage.
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What if, during the check-in time or during the meeting, I have technical difficulties or trouble accessing the virtual meeting website?
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Should you require technical assistance, support will be available by dialing [•] (U.S.) or [•] (International) during the meeting; these telephone numbers will also be displayed on the meeting webpage. If there are any technical issues in convening or hosting the meeting, we will promptly post information to our website, including information on when the meeting will be reconvened.
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What is happening at the special meeting?
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At the special meeting, holders of Class A shares will be asked to consider and vote on each of the following proposals:
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Proposal 1: to approve the merger agreement, the merger and the other transactions contemplated thereby;
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Proposal 2: to approve, on a nonbinding advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger as reported on the Merger-Related Compensation table on page [84] of this proxy statement; and
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Proposal 3: to approve an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient Class A shares represented to constitute a quorum to approve Proposal 1 at the special meeting.
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Does the Company’s board of directors recommend approval of the proposals?
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The Company’s board of directors unanimously, at the unanimous recommendation of the special committee, recommends that the holders of Class A shares vote “FOR” approval of the merger proposal, “FOR” approval of the merger-related compensation proposal and “FOR” approval of the adjournment proposal.
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What will happen in the merger?
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If the merger proposal is approved and all other conditions to the merger have been satisfied or waived, Merger Sub will be merged with and into the Company, with the Company surviving the merger as an indirect, wholly owned subsidiary of Parent.
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What will holders of Company common shares receive in the merger?
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Pursuant to the terms of the merger agreement, each Company common share issued and outstanding immediately prior to the effective time (other than Company common shares owned by the Company as treasury shares or otherwise or by any subsidiary of the Company and each share owned by Parent, Merger Sub or any other subsidiary of Parent and Company RSAs (which will be treated as described below)) will be cancelled and converted into the right to receive the merger consideration of $23.30 per share in cash, without interest and less any required withholding taxes.
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How does the merger consideration compare to the closing price of shares prior to the time news of the transaction became public?
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The merger consideration represents a premium of 50.3% to the 30-day volume-weighted average stock price of the Company Class A shares and 63.6% to the 30-day volume-weighted average stock price of the Company Class B shares, as of February 11, 2021, and a premium of approximately 49.6% to the closing stock price of the Company Class A shares and 54% to the closing stock price of the Company Class B shares on February 11, 2021, the last trading day before announcement of the merger agreement with Parent.
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What will holders of RSAs receive in the merger?
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Pursuant to the terms of the merger agreement, at the effective time, except as otherwise mutually agreed to between Parent and a holder of a Company RSA, the restrictions on each Company RSA issued and outstanding immediately prior to the effective time will lapse, and each Company RSA will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Company common shares subject to the Company RSA, multiplied by (ii) an amount in cash, without interest, equal to $23.30, plus any cash dividends or cash dividend equivalents accrued on such Company RSA. The Company, as the surviving corporation, will pay that amount through the payroll of the Company to each holder of Company RSA, less any required withholding taxes, within three business days following the effective time.
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Are shareholders able to exercise appraisal rights?
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No shareholder of the Company has any dissenters’ rights, appraisal rights or similar rights under Indiana law with respect to the merger agreement, the merger and the other transactions contemplated by the merger agreement.
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When do the parties expect to complete the merger?
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The parties expect to complete the merger prior to the end of the third quarter of 2021, although there can be no assurance that the parties will be able to do so. The closing of the merger is subject to customary closing conditions, including receipt of certain required regulatory approvals and approval of holders of Class A shares.
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What happens if the merger is not completed?
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If the merger proposal is not approved by the requisite vote of the Company voting shareholders, or the merger is not completed for any other reason, the merger will not occur and the holders of Company common shares will not receive the merger consideration, which is described in greater detail in the section of this proxy statement titled “Summary—The Merger Agreement.” The holders of Company common shares will continue to own the shares owned by them until sold or otherwise disposed by them. The Company will remain an independent public company and the Class A shares and the Class B shares will continue to be registered under the Exchange Act and traded on the Nasdaq. In addition, if the merger agreement is terminated, the Company may be required, under certain circumstances, to pay a termination fee of $13,335,000 to Parent.
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Who will count the votes?
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The votes will be counted by the inspector of elections appointed for the special meeting.
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What are the U.S. federal income tax consequences of the merger to holders of shares?
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The exchange of Company common shares for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder who exchanges Company common shares for cash in the merger generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received (determined before the deduction of any applicable withholding taxes) with respect to such shares and (ii) the shareholder’s adjusted tax basis in such shares. A non-U.S. holder generally will not be subject to U.S. federal income tax with respect to the exchange of Company common shares for cash in the merger unless such non-U.S. holder has certain connections to the United States.
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Do any of the Company’s directors or officers have interests in the merger that may differ from or be in addition to the interests of the Company shareholders?
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Yes. The Company’s executive officers and directors may have interests in the merger that may be different from or in addition to those of the Company shareholders generally. The Company’s board of directors was aware of and considered these interests, among other matters, to the extent such interests existed at the time, in evaluating and negotiating the merger agreement, in approving the merger agreement and the merger and in recommending that the merger agreement be approved by the Company voting shareholders. For a description of the interests of the Company’s executive officers and directors in the merger, see the section of this proxy statement titled “The Merger— Interests of Certain Persons in the Merger” beginning on page [43] for a more detailed discussion on the interests of the Company’s directors and executive officers in the merger.
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What is the required quorum for the special meeting?
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The holders of a majority of the Company common shares entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business at the special meeting. Only holders of record of Class A shares as of the record date will be entitled to vote.
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What shareholder vote is required to approve the items to be voted on at the special meeting, including the merger?
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The approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the Class A shares entitled to vote on the merger proposal; provided that a quorum is present.
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What effect do abstentions and “broker non-votes” have on the proposals?
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Abstentions and “broker non-votes” (if any) will be counted toward the presence of a quorum at the special meeting but are not considered votes cast.
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Does Parent have the financial resources to complete the merger?
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Yes. Parent has informed the Company that it has available, and will continue to have available through and at the closing, immediately available funds that are sufficient to permit Parent to fund the merger consideration and the associated costs and expenses to be paid by Parent or Merger Sub and any other amounts payable by Parent, Merger Sub, the surviving corporation or any of their respective subsidiaries in connection with the merger agreement, the merger and the other transactions contemplated by the merger agreement.
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Who is entitled to vote at the special meeting?
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Only holders of record of Class A shares, as shown on the Company’s register of members at the close of business on [•] [•], 2021, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof.
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What do I need to do now?
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We urge you to carefully read this proxy statement, including its annexes and the documents incorporated by reference in this proxy statement. You are also encouraged to review the documents referenced under the section of this proxy statement titled “Where You Can Find More Information” and consult with your accounting, legal and tax advisors. Once you have considered all relevant information, we encourage you to vote via the Internet or telephone following the instructions on the enclosed proxy card today. Your vote is important, and due to ongoing delays in the postal system, we are encouraging shareholders to submit their proxies electronically if possible. Alternatively, if you do not have access to a touch-tone telephone or the Internet, please sign, date and return the enclosed proxy card promptly by mail in the postage-paid envelope provided. If you are a beneficial shareholder who holds through a bank, broker or other nominee, please follow the instructions on the enclosed voting instruction form.
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How do I vote my shares?
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Shareholder of Record. If your Class A shares are registered directly in your name, then you are considered a shareholder of record of the Company with respect to those shares and this proxy statement and the enclosed proxy card that were sent to you directly by the Company. As a shareholder of record with respect to Class A shares, you may vote via the Internet or telephone following the instructions on the enclosed proxy card today. Due to ongoing delays in the postal system, we are encouraging shareholders to submit their proxies electronically if possible. Alternatively, if you do not have access to a touch-tone telephone or the Internet, please sign, date and return the enclosed proxy card promptly by mail in the postage-paid envelope provided. However, whether or not you plan to attend the special meeting in person, we encourage you to vote your Class A shares in advance to ensure that your vote is represented at the special meeting. Abstentions and “broker non-votes” (if any) will be counted toward the presence of a quorum at the special meeting, as described above under the question titled “What effect do abstentions and ‘broker non-votes’ have on the proposals?”
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If my Class A shares are held in “street name,” how do I vote in person at the special meeting?
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If you are a beneficial owner of Class A shares held in “street name” rather than a shareholder of record, your broker will not be able to vote your shares without instructions from you on the merger proposal, the merger-related compensation proposal or the adjournment proposal. You should follow the directions provided by your broker on how to vote your Class A shares.
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What do I do if I want to change my vote?
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You may revoke your proxy at any time prior to its exercise at the special meeting by: (i) delivering a written notice revoking your proxy to the Company’s corporate secretary at the address above, which is received prior to your proxy’s exercise at the special meeting; (ii) delivering a new proxy bearing a date after the date of the proxy being revoked prior to your prior proxy’s exercise at the special meeting; or (iii) voting in person at the special meeting.
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If I hold my Company common shares in book-entry form, how will I receive payment when the merger occurs?
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Each holder of record of one or more book-entry shares whose shares were converted into the right to receive the merger consideration will automatically upon the effective time (or, at any later time at which such book-entry shares will be converted) be entitled to receive, and Parent will cause the paying agent to pay and deliver as promptly as practicable and in any event within three business days after the effective time, the merger consideration such holder is entitled to receive.
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Who will solicit and pay the cost of soliciting proxies?
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The Company has engaged Innisfree M&A Incorporated (which we refer to as “Innisfree”) to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay Innisfree a fee of approximately $45,000 and reimbursement of certain expenses.
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Who should the Company shareholders contact with any additional questions?
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If you have any additional questions about the merger or you would like additional copies of this proxy statement or assistance voting your Company Class A shares, you should contact Innisfree at:
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Where can I find more information about the Company?
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You can find more information about the Company in the documents described under the section of this proxy statement titled “Where You Can Find More Information.”
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the fact that the $23.30 per share all-cash consideration will provide certainty of value and liquidity to all Company shareholders on an equal basis, enabling them to realize value that had been created at the Company in recent years, while eliminating long-term business, litigation and execution risk and the risk that the holders of a significant portion of the Company’s Class A shares could (x) seek to sell control of the Company to a third party without sharing the control premium with, or providing liquidity to, the Company’s other shareholders and/or (y) seek to nominate and elect an alternative slate of directors with the intent of eventually causing the Company to waive certain provisions of Indiana law that protect the Company’s other shareholders and approving the transactions that were contemplated by the A&R SSCSA;
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that the per share merger consideration of $23.30 in cash represents a 49.4% premium to the 30-day volume-weighted average share price of the Company’s Class A shares as of February 12, 2021, and a premium of 43.4% to the closing share price of the Company’s Class A shares on February 12, 2021, the last trading day prior to announcing the transaction;
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that the per share merger consideration of $23.30 in cash represents a 63.2% premium to the 30-day volume-weighted average share price of the Company’s Class B shares as of February 12, 2021, and a premium of 55.2% to the closing share price of the Company’s Class B shares on February 12, 2021, the last trading day prior to announcing the transaction;
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that as a result of negotiations with Parent, the Company was able to obtain significant benefits including a $3.05 per share increase in Parent’s offer price from the beginning of the process to the end of the negotiations and the belief of the Company’s board of directors that the merger consideration was the most favorable price that could be obtained from Parent and the Company’s board of directors’ belief that further negotiations could run the risk of causing Parent to abandon the transaction altogether, in which event the shareholders would lose the opportunity to accept the premium being offered;
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that Piper Sandler had contact with 24 parties to determine whether they were interested in an acquisition of or other transaction with the Company, including a combination of strategic and financial buyers, and which generated a preliminary bid to acquire the Company or its businesses from only one other party in addition to Parent, as described in the section of this proxy statement titled “Background of the Merger” beginning on page [18];
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the fact that the Company’s board of directors believed the merger to be the most favorable available alternative for the Company in light of the consideration of the risks and uncertainty of achieving greater value for the shareholders by pursuing alternatives to the merger (including continuing to execute on the Company’s current business plan), relative to the benefits of the merger;
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the terms of the merger agreement, as described in the section of this proxy statement titled “The Merger Agreement” beginning on page [51], including:
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the representations, warranties and covenants of the parties, the conditions to the parties’ obligations to complete the merger and their ability to terminate the merger agreement;
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the right of the Company and the Company’s board of directors to respond to unsolicited proposals that would reasonably be expected to lead to a superior proposal, subject to certain restrictions;
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the right of the Company’s board of directors to change its recommendation, subject to certain restrictions, in connection with a superior proposal or a change in circumstances;
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○
|
the right of the Company to terminate the merger agreement to enter into a definitive agreement to effect a superior proposal, subject to certain restrictions and the requirement that the Company pay Parent the applicable termination fee; and
|
○
|
the belief of the Company’s board of directors that the termination fee that may become payable is reasonable in the context of comparable transactions;
|
•
|
the absence of any material risk that any governmental authority would prevent or materially delay the merger under any applicable antitrust or insurance law;
|
•
|
Parent and its management’s strong business reputation, capabilities and access to resources needed to complete the merger, which should facilitate consummation of the merger and the other transactions contemplated by the merger agreement;
|
•
|
the likelihood that the merger would be completed, in light of, among other things, the conditions to the merger and the absence of any required financing (or financing condition), and the relative likelihood of obtaining required regulatory approvals;
|
•
|
the written opinion of Piper Sandler, dated February 13, 2021, to the Company’s board of directors and special committee that as of the date of such opinion, and subject to the various assumptions and qualifications set forth therein, the $23.30 per share merger consideration to be received by holders of Company common shares (other than Parent and its subsidiaries, the Company and its subsidiaries and shares of Company restricted shares) pursuant to the merger agreement is fair, from a financial point of view, to such shareholders, as described in the section of this proxy statement titled “The Merger—Opinion of the Company’s Financial Advisor” beginning on page [32];
|
•
|
the fact that Progressive had indicated it intended to maintain the Company’s offices in Carmel, Indiana and expressed an interest in the retention of the Company’s employees in that location;
|
•
|
the fact that the special committee recommended to the Company’s board of directors that the Company’s board of directors (i) determine that the plan of merger, the merger agreement, the merger and the other transactions contemplated thereby are fair to, advisable and in the best interests of the Company and its stakeholders (including the Company’s shareholders), (ii) adopt the plan of merger, the merger agreement and the merger and approve the other transactions contemplated thereby and (iii) declare the advisability and recommend the approval by the Company voting shareholders of the merger agreement, the merger and the other transactions contemplated thereby; and
|
•
|
the fact that supporting shareholders who own or control approximately 35% of the voting power of shares of Company’s Class A shares have signed a voting agreement in which they have agreed to vote in favor of the merger.
|
•
|
the fact that Company shareholders would forego the opportunity to realize the potential long-term value of a successful execution of the Company’s current strategy as an independent company and, given the all-cash consideration, the fact that the merger will not allow Company shareholders to benefit from any potential future appreciation in the value of the Company’s business once combined with Parent after the merger;
|
•
|
the risk that necessary regulatory approvals may be delayed, conditioned or denied;
|
•
|
that the merger is subject to a number of closing conditions, some of which are outside of the Company’s control. The Company’s board of directors considered the fact that, if the merger is not completed, (i) the Company will have incurred significant risks, transaction expenses and opportunity costs, including the possibility of disruption to the Company’s operations, employee attrition and a potentially negative effect on the Company’s business relationships, including the potential loss of business opportunities, (ii) depending on the circumstances that caused the merger not to be completed, it is likely that the price of Company common shares would decline and (iii) the market’s perception of the Company’s prospects could be adversely affected;
|
•
|
the risk that the announcement and pendency of the merger may cause harm to relationships with the Company’s employees, suppliers, customers and strategic partners and may divert management and employee attention away from the day-to-day operation of the Company’s business;
|
•
|
the restrictions on the conduct of the Company’s business prior to the completion of the merger, which could delay or prevent the Company from realizing business opportunities or taking actions the Company would otherwise take absent the pending merger;
|
•
|
the fact that the merger agreement precludes the Company from actively soliciting alternative proposals and that a fee payable to Parent if the merger is terminated under certain circumstances might have the effect of discouraging alternative acquisition proposals or reducing the price of such proposals;
|
•
|
certain of our directors and executive officers may have interests in the merger that are different from the interests of our shareholders generally as described in the section of this proxy statement titled “Interests of Certain Persons in the Merger” beginning on page [43]; and
|
•
|
that receipt of the all-cash merger consideration would be taxable to Company shareholders that are treated as U.S. persons for U.S. federal income tax purposes.
|
•
|
reviewed and considered an execution version of the merger agreement;
|
•
|
reviewed and considered certain publicly available financial statements and other historical financial information of the Company that Piper Sandler deemed relevant;
|
•
|
reviewed and considered certain preliminary estimated financial information for the Company for the year ended December 31, 2020 as well as internal financial projections for the Company for the years ending December 31, 2021 through December 31, 2024, as provided by and reviewed with management of the Company;
|
•
|
reviewed and considered certain publicly available financial statements and other historical financial information of Parent that Piper Sandler deemed relevant;
|
•
|
reviewed and considered the publicly reported historical price and trading activity for Class A shares and Class B shares, including a comparison of certain stock trading information for Class A shares, Class B shares and the SNL Financial U.S. Insurance P&C stock index, as well as publicly available information for certain other similar insurance companies operating in similar industries as the Company, the securities of which are publicly traded;
|
•
|
reviewed and considered the financial terms of certain recent merger and acquisition transactions in the property and casualty insurance and reinsurance industry, including the premiums paid relative to market prices, to the extent publicly available;
|
•
|
reviewed and considered the current market environment generally and the insurance industry in particular;
|
•
|
reviewed and considered such other information, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant; and
|
•
|
discussed the business, financial condition, results of operations and prospects of the Company with certain members of management of the Company and its representatives.
|
Implied Per Share Multiples
|
| |
Metric
|
| |
Transaction
Multiple (equal
to $23.30 divided
by applicable
metric)
|
September 30, 2020 Fully-Diluted BVPS(1)
|
| |
$23.79
|
| |
0.98x
|
December 31, 2020 Fully-Diluted BVPS(1)(2)
|
| |
$25.06
|
| |
0.93x
|
2020 Operating EPS(2)(3)(4)
|
| |
$1.02
|
| |
22.8x
|
2021E Operating EPS(3)(5)
|
| |
$1.65
|
| |
14.1x
|
Implied Premium/(Discount)
|
| |
Metric
|
| |
Implied
Premium (equal
to $23.30 divided
by applicable
metric)
|
Company Class B Shares (PTVC.B) Closing Stock Price (February 11, 2021)
|
| |
$15.13
|
| |
54.0%
|
5-Day VWAP (ending February 11, 2021) for Company Class B Shares (PTVC.B)
|
| |
$14.87
|
| |
56.7%
|
30-Day VWAP (ending February 11, 2021) for Company Class B Shares (PTVC.B)
|
| |
$14.25
|
| |
63.6%
|
Company Class A Shares (PTVC.A) Closing Stock Price (February 11, 2021)
|
| |
$15.58
|
| |
49.6%
|
5-Day VWAP (ending February 11, 2021) for Company Class A Shares (PTVC.A)
|
| |
$15.45
|
| |
50.8%
|
30-Day VWAP (ending February 11, 2021) for Company Class A Shares (PTVC.A)
|
| |
$15.50
|
| |
50.3%
|
(1)
|
Fully-diluted share count assumes 2,603,350 issued and outstanding Company Class A Shares and 11,886,850 issued and outstanding Company Class B Shares (of which 339,592 are Company RSAs).
|
(2)
|
Preliminary estimate provided by management at such time. See the section of this proxy statement entitled “Certain Company Prospective Financial Information” beginning on page [40] for additional details. Actual audited financial results for the fiscal year ended December 31, 2020 are available in the Company’s annual report on Form 10-K filed with the SEC on March 11, 2021.
|
(3)
|
Operating EPS reflects net income less net realized gains and one-time expenses, tax effected at an assumed tax rate for the Company of 21.0%, divided by average fully-diluted shares outstanding.
|
(4)
|
Assumes average fully-diluted shares outstanding of 14,010,372 as provided by Company management.
|
(5)
|
Reflects Company management’s forecast of operating earnings divided by average fully-diluted shares outstanding of 14,010,372 as provided by Company management.
|
|
| |
Company Class A
Shares
(PTVC.A)
|
| |
Company Class B
Shares
(PTVC.B)
|
5-Year High
|
| |
$27.45
|
| |
$27.70
|
5-Year Low
|
| |
$10.95
|
| |
$10.23
|
1-Year Avg. Price
|
| |
$15.62
|
| |
$14.17
|
5-Year Avg. Price
|
| |
$20.35
|
| |
$20.41
|
Company Class A
Shares
(PTVC.A)
|
| |
Company Class B
Shares (PTVC.B)
|
| |
SNL U.S.
Insurance P&C
Index
|
-33.7%
|
| |
-37.0%
|
| |
60.8%
|
|
| |
Company Class A
Shares
(PTVC.A)
|
| |
Company Class B
Shares
(PTVC.B)
|
1-Year Avg.
|
| |
0.66x
|
| |
0.60x
|
3-Year Avg.
|
| |
0.71x
|
| |
0.70x
|
5-Year Avg.
|
| |
0.78x
|
| |
0.78x
|
Company Class A
Shares
(PTVC.A)
|
| |
Company Class B
Shares (PTVC.B)
|
| |
SNL U.S.
Insurance P&C
Index
|
0.64x
|
| |
0.63x
|
| |
1.40x
|
•
|
ProAssurance Corporation
|
•
|
AMERISAFE, Inc.
|
•
|
Employers Holdings, Inc.
|
•
|
United Fire Group, Inc.
|
•
|
Donegal Group Inc.
|
•
|
Global Indemnity Group, LLC
|
•
|
Hallmark Financial Services, Inc.
|
(1)
|
All book value per share multiples reflect reported book value per share.
|
(2)
|
PTVC.B and PTVC.A Stock Price as a Multiple of BVPS represents September 30, 2020 reported book value.
|
(3)
|
PTVC.B and PTVC.A Stock Price as a Multiple of LTM Operating EPS represent twelve months ending September 30, 2020. Operating EPS reflects net income less net realized gains and one-time expenses, tax effected at the Company’s assumed tax rate of 21.0%, divided by average fully-diluted shares outstanding.
|
(4)
|
ROAE reflects return on average equity for the last twelve-month period ending September 30, 2020.
|
(1)
|
For the discount rate inputs, Equity Risk Premium and Size Premium per Duff & Phelps, Risk Free Rate represents 10-year Treasury rate as of February 2, 2021 and Beta represents average of historical betas for Class A and B shares weighted by fully-diluted shares outstanding.
|
(2)
|
Operating EPS reflects net income less net realized gains and one-time expenses, tax effected at the Company’s assumed tax rate of 21.0%, divided by average fully-diluted shares outstanding.
|
Buyer Name
|
| |
Target Name
|
| |
Ann. Date
|
Investor Group (TowerBrook Capital Partners)
|
| |
ProSight Global, Inc.
|
| |
January 15, 2021
|
Investor Group (Arch Capital Group)
|
| |
Watford Holdings Ltd.
|
| |
October 9, 2020
|
Employers Mutual Casualty Co.
|
| |
EMC Insurance Group Inc.(1)
|
| |
November 16, 2018
|
Investor Group
|
| |
AmTrust Financial Services, Inc.(2)
|
| |
January 9, 2018
|
Markel Corporation
|
| |
State National Companies, Inc.
|
| |
July 26, 2017
|
American Financial Group, Inc.
|
| |
National Interstate Corporation
|
| |
March 7, 2016
|
Fosun International Holdings Ltd.
|
| |
Meadowbrook Insurance Group, Inc.
|
| |
December 30, 2014
|
ProAssurance Corporation
|
| |
Eastern Insurance Holdings, Inc.
|
| |
September 24, 2013
|
Fairfax Financial Holdings Ltd.
|
| |
American Safety Insurance Holdings
|
| |
June 3, 2013
|
Enstar Group Limited
|
| |
SeaBright Holdings, Inc.
|
| |
August 27, 2012
|
|
| |
Deal Value Per Share /
|
| |
LTM
ROAE(5)
|
| |
Premiums Paid (%)(3)
|
|||||||||
|
| |
BVPS(6)
|
| |
LTM EPS
|
| |
NTM EPS
|
| |
1-Day
|
| |
30-Day
|
|||
High
|
| |
2.90x
|
| |
23.6x
|
| |
25.7x
|
| |
26.8%
|
| |
50.1%
|
| |
95.9%
|
Mean
|
| |
1.24x
|
| |
17.2x
|
| |
13.9x
|
| |
8.4%
|
| |
30.4%
|
| |
40.1%
|
Median
|
| |
0.94x
|
| |
18.1x
|
| |
13.4x
|
| |
6.7%
|
| |
30.7%
|
| |
38.8%
|
Low
|
| |
0.70x
|
| |
6.5x
|
| |
9.0x
|
| |
(1.5%)
|
| |
6.8%
|
| |
13.0%
|
PTVC.B(4)
|
| |
0.93x
|
| |
22.8x
|
| |
14.1x
|
| |
(1.1%)
|
| |
54.0%
|
| |
61.5%
|
PTVC.A
|
| |
|
| |
|
| |
|
| |
|
| |
49.6%
|
| |
52.3%
|
(1)
|
BVPS multiples are based on December 31, 2018. LTM EPS multiple is based on LTM September 30, 2018.
|
(2)
|
NTM EPS multiple is based on AmTrust’s projected operating net income.
|
(3)
|
Calculated based on the unaffected closing stock price.
|
(4)
|
BVPS multiple is based on preliminary December 31, 2020 GAAP financial results provided by Company management and is based on fully-diluted book value per share. LTM EPS multiple is based on preliminary December 31, 2020 GAAP net operating financial results provided by Company management. NTM EPS multiple is based on the projections provided by Company management.
|
(5)
|
ROAE reflects return on average equity.
|
(6)
|
All book value per share multiples reflect reported book value per share.
|
|
| |
For the Years as of and Ending December 31,
|
||||||||||||
($ in millions, except per share data)
|
| |
2020E(1)
|
| |
2021P
|
| |
2022P
|
| |
2023P
|
| |
2024P
|
Revenues
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net Premiums Earned
|
| |
$445.5
|
| |
$490.0
|
| |
$509.8
|
| |
$533.2
|
| |
$575.8
|
Commissions and Other Income
|
| |
7.0
|
| |
9.2
|
| |
11.2
|
| |
13.2
|
| |
15.2
|
Net Investment Income
|
| |
25.4
|
| |
21.6
|
| |
22.6
|
| |
24.5
|
| |
25.6
|
Net Realized and Unrealized Gains (Losses)
|
| |
(9.2)
|
| |
6.7
|
| |
9.0
|
| |
9.8
|
| |
10.6
|
Total Net Revenues
|
| |
$468.7
|
| |
$527.4
|
| |
$552.7
|
| |
$580.6
|
| |
$627.1
|
Expenses
|
| |
|
| |
|
| |
|
| |
|
| |
|
Losses and Loss Adj. Expenses Incurred
|
| |
$319.0
|
| |
$330.4
|
| |
$335.5
|
| |
$350.8
|
| |
$378.9
|
Variable Expenses (Commissions, Taxes, Etc.)
|
| |
51.5
|
| |
60.7
|
| |
58.5
|
| |
56.3
|
| |
55.3
|
Operating Expenses
|
| |
87.5
|
| |
100.4
|
| |
110.7
|
| |
114.1
|
| |
124.0
|
One-Time Expenses
|
| |
4.4
|
| |
0.0
|
| |
0.0
|
| |
0.0
|
| |
0.0
|
Total Expenses
|
| |
$462.4
|
| |
$491.4
|
| |
$504.6
|
| |
$521.2
|
| |
$558.1
|
Pre-Tax Income
|
| |
$6.4
|
| |
$36.0
|
| |
$48.0
|
| |
$59.3
|
| |
$69.0
|
Income Taxes (Benefit)
|
| |
2.9
|
| |
7.6
|
| |
10.1
|
| |
12.5
|
| |
14.5
|
Net Income
|
| |
$3.5
|
| |
$28.4
|
| |
$37.9
|
| |
$46.9
|
| |
$54.5
|
Key Ratios
|
| |
|
| |
|
| |
|
| |
|
| |
|
Loss & LAE Ratio
|
| |
71.6%
|
| |
67.4%
|
| |
65.8%
|
| |
65.8%
|
| |
65.8%
|
Expense Ratio
|
| |
29.6%
|
| |
31.0%
|
| |
31.0%
|
| |
29.5%
|
| |
28.5%
|
Combined Ratio
|
| |
101.2%
|
| |
98.4%
|
| |
96.8%
|
| |
95.3%
|
| |
94.3%
|
GAAP Earnings per Share (Fully-Diluted)
|
| |
$0.25
|
| |
$2.03
|
| |
$2.71
|
| |
$3.35
|
| |
$3.89
|
(1)
|
Preliminary estimate provided by management at such time. Actual audited financial results for the fiscal year ended December 31, 2020 are available in the Company’s annual report on Form 10-K filed with the SEC on March 11, 2021.
|
Name
|
| |
Time-Based Restricted Stock
|
| |
Accrued Dividends
|
|||
Non-Employee Director
|
| |
Number (#)
|
| |
Value ($)
|
| |
Value ($)
|
John D. Nichols, Jr.
|
| |
21,250
|
| |
495,125
|
| |
—
|
Executive Officers
|
| |
Number (#)
|
| |
Value ($)
|
| |
Value ($)
|
Jeremy D. Edgecliffe-Johnson
|
| |
128,741
|
| |
2,999,665
|
| |
81,371
|
John R. Barnett
|
| |
15,015
|
| |
349,850
|
| |
8,206
|
Jeremy F. Goldstein
|
| |
18,769
|
| |
437,318
|
| |
9,981
|
Bahrarm D. Omidfar
|
| |
22,204
|
| |
517,353
|
| |
12,198
|
Patrick S. Schmiedt
|
| |
19,869
|
| |
462,948
|
| |
10,421
|
•
|
The merger is completed on June 30, 2021;
|
•
|
Each of the Company’s named executive officers experiences a qualifying termination of employment at the effective time of the merger that would entitle him to receive severance payment and benefits under his employment, non-competition, confidentiality or severance agreement;
|
•
|
Company RSAs outstanding as of 2021 will be cancelled in exchange for a cash payment equal to the merger consideration of $23.30 per share;
|
•
|
The performance metrics applicable to the Company’s 2021 STIP will have been achieved at the target level of performance;
|
•
|
The potential payments and benefits described in this section are presented without regard to any “cutback” to avoid the “golden parachute” excise tax that may be imposed under Section 4999 of the Code;
|
•
|
No named executive officer receives any additional equity grants on or prior to the effective time of the merger; and
|
•
|
No named executive officer enters into any new agreement with the Company or is otherwise legally entitled to, prior to the effective time, additional compensation or benefits.
|
Name
|
| |
Cash
($)(1)
|
| |
Equity
($)(2)
|
| |
Pension /
NQDC
($)
|
| |
Perquisites/
Benefits
($)(3)
|
| |
Tax
Reimbursement
($)
|
| |
Other
($)
|
| |
Total
($)(4)
|
Jeremy D. Edgecliffe-Johnson
|
| |
3,000,000
|
| |
3,081,036
|
| |
—
|
| |
22,994
|
| |
—
|
| |
—
|
| |
6,104,030
|
John R. Barnett
|
| |
731,500
|
| |
358,056
|
| |
—
|
| |
26,238
|
| |
—
|
| |
—
|
| |
1,115,794
|
Jeremy F.
Goldstein
|
| |
1,061,602
|
| |
447,299
|
| |
—
|
| |
26,238
|
| |
—
|
| |
—
|
| |
1,535,139
|
John D.
Nichols, Jr.
|
| |
—
|
| |
516,375
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
516,375
|
Bahrarm D.
Omidfar
|
| |
657,500
|
| |
529,551
|
| |
—
|
| |
26,238
|
| |
—
|
| |
—
|
| |
1,213,289
|
Patrick S.
Schmiedt
|
| |
1,021,313
|
| |
473,369
|
| |
—
|
| |
8,530
|
| |
—
|
| |
—
|
| |
1,503,212
|
Matthew A.
Thompson
|
| |
998,738
|
| |
204,678
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,203,416
|
(1)
|
The amounts in this column represent cash severance payments under individual employment, non-competition, confidentiality or severance agreements that are attributable to “double-trigger” arrangements and the awards in respect of the 2021 fiscal year under the 2021 Short-Term Incentive Plan (the “2021 STIP”) that are attributable to “double-trigger” arrangements. The amounts in this column consist of:
|
Name(a)
|
| |
Severance ($)(b)
|
| |
Prorated Target 2021
STIP Award ($)(c)
|
Jeremy D. Edgecliffe-Johnson
|
| |
2,700,000
|
| |
300,000
|
John R. Barnett
|
| |
654,500
|
| |
77,000
|
Jeremy F. Goldstein
|
| |
1,006,368
|
| |
55,234
|
Bahrarm D. Omidfar
|
| |
602,500
|
| |
55,000
|
Patrick S. Schmiedt
|
| |
968,375
|
| |
52,938
|
Matthew A. Thompson
|
| |
915,825
|
| |
82,913
|
(a)
|
These amounts are based on the compensation levels in effect on March 10, 2021. If compensation is increased after March 10, 2021, actual payments to a named executive officer may be greater than those provided above.
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(b)
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These amounts represent the severance payments payable to each named executive officer under his individual employment, non-competition, confidentiality or severance agreement. Under Mr. Thompson’s Severance, Confidentiality, Non-Competition, and Non-Solicitation Agreement (the “Thompson Agreement”), subject to his execution and non-revocation of a release, if he is terminated without cause at any time, he will be entitled to receive a severance payment equal to the sum of (i) his annual base salary and (ii) a pro-rated amount of his target STIP bonus, paid in installments over twelve (12) months. If Mr. Thompson resigns for good reason within two (2) years following a change in control, he will be entitled to receive a lump sum payment equal to the sum of (i) two (2) times his base salary and (ii) his target STIP bonus for the year of termination. The amounts relating to Mr. Thompson set forth in the Golden Parachute Compensation table and this table are based on the assumption that he resigned for good reason on June 30, 2021. If Mr. Thompson had been terminated without cause on the same date, he would have been entitled to receive a cash severance payment equal to $457,913. For all other named executive officers in the table, the cash severance payments are described in further detail under the sections entitled “Individual Agreements” and “Annual Incentive and Long-Term Incentive Awards” above.
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(c)
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These amounts represent the prorated amounts of awards in respect of the 2021 fiscal year under the 2021 STIP at target level of performance and are described in further detail under the section entitled “Annual Incentive and Long-Term Incentive Awards” above.
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(2)
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The amounts in this column represent the value of Company RSAs held by the named executive officers as of March 10, 2021, and any dividends accrued with respect thereto as of the assumed effective time of June 30, 2021, based on the per share merger consideration of $23.30 as described in further detail under the section entitled “Value to Executive Officers and Directors in Respect of Company Equity Awards” above. Mr. Thompson held 8,584 Company RSAs (with an estimated value of $200,007 based on the per share merger consideration of $23.30) as of March 10, 2021 and will have accrued $4,670 in dividends as of June 30, 2021. These amounts are attributable to “single-trigger” arrangements.
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(3)
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The amounts in this column represent the value of continued medical, dental and vision benefits coverage under the individual employment, non-competition, confidentiality and severance agreements. The continued medical, dental and vision benefits coverage is
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(4)
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The total amounts do not reflect any reductions to “parachute payments” as defined by Code Section 280G in order to avoid the excise tax. Any definitive Section 280G analysis will depend on the effective time of the merger, the date of termination (if any) of the named executive officer and certain other assumptions used in the calculation.
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•
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The Company voting shareholders having approved the merger proposal;
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•
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there being in effect no law, statute, ordinance, regulation, judgment, decree, injunction, order, writ, stipulation, determination, award or other legally binding obligation enacted, issued or enforced that prevents or prohibits consummation of the merger; and
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•
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the consents, approvals, authorizations, waivers, filings or notifications with the Indiana Department of Insurance will have been made or obtained, as applicable, and will be in full force and effect, and the applicable waiting periods, together with any extensions thereof, under the HSR Act will have expired or been terminated. See the section of this proxy statement titled “The Merger—Regulatory Clearances Required for the Merger” beginning on page [48] for more information on the consents, approvals, authorizations and filings with these governmental authorities.
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•
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the representations and warranties of the Company relating to (i) the Company’s organization and good standing, (ii) power and authority to execute and deliver the merger agreement, perform its obligations and consummate the merger, (iii) the authorized capital stock, (iv) the applicability of any anti-takeover law to the Company with respect to the merger agreement, the merger or the other transactions contemplated thereby and (v) the fees and expenses payable to any brokers and advisors being true and correct both as of the date of the merger agreement and as of the closing date as if made on and as of the closing date (except to the extent expressly made as of a specific date, in which case as of such specific date), except for any de minimis inaccuracies with respect to authorized capital stock;
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•
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the representations and warranties of the Company, other than those described above, being true and correct as of the date of the merger agreement and as of the closing date as if made on and as of the closing date (except to the extent made as of a specific date, in which case as of such specific date), except where the failure of such representations and warranties described in this bullet to be so true and correct would not individually or in the aggregate, reasonably be likely to have a Company material adverse effect; provided, however, that for purposes of determining the satisfaction of the condition described in this bullet, no effect will be given to any exception or qualification in such representations and warranties relating to “material,” “materiality” or “Company material adverse effect” (a description of which is summarized below);
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•
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the covenants and agreements of the Company set forth in the merger agreement to be performed or complied with at or prior to the effective time having been duly performed or complied with in all material respects;
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•
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following the date of the merger agreement no Company material adverse effect will have occurred; and
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•
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the Company will have delivered a certificate dated as of the closing date and executed by an officer of the Company certifying that the conditions above have been satisfied.
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•
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the representations and warranties of Parent relating to (i) Parent’s legal organization and good standing and (ii) corporate power and authority to execute and deliver the merger agreement, perform its obligations and consummate the merger being true and correct as of the signing date and as of the closing date as if made on and as of the closing date (except to the extent expressly made as of a specific date, in which case as of such specific date);
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•
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the representations and warranties of Parent, other than the representations and warranties described in the bullet above, being true and correct as of the date of the merger agreement and as of the closing date as if made on and as of the closing date (except to the extent expressly made as of a specific date, in which case as of such specific date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be likely to result in a material impairment in the ability of Parent to perform its obligations under the merger agreement and consummate the transactions contemplated by it before the outside termination date; provided, however, that for purposes of determining the satisfaction of the condition described in this bullet, no effect will be given to any exception or qualification in such representations and warranties relating to “material,” “materiality” or “Parent material adverse effect” (a description of which is summarized below in the section titled “The Merger Agreement—Conditions to Closing” beginning on page [52]);
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•
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the representations and warranties of Parent, other than the representations and warranties described in the bullet above, being true and correct as of the closing date as if made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to result in a failure of the ability of Parent or Merger Sub to effect the closing;
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•
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the covenants and agreements of Parent and Merger Sub set forth in the merger agreement to be performed or complied with at or prior to the effective time having been duly performed or complied with in all material respects; and
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•
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the Company having received a certificate of an authorized executive officer of Parent that the conditions above have been satisfied.
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•
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any changes within or affecting the general property and casualty insurance industry, the United States or global economy, or changes within or affecting global or United States economic or capital market conditions (including changes in the credit, debt, or currency markets);
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•
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any changes in or adoption of any applicable laws or applicable accounting regulations or principles or interpretations thereof (including changes in GAAP or in SAP) prescribed or permitted by the applicable insurance regulators and accounting pronouncements by the SEC, the National Association of Insurance Commissioners and the Financial Accounting Standards Board;
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•
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any changes in global or national political conditions (including political action or inaction, the outbreak or escalation of war, military action, insurrection, sabotage or acts of terrorism);
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•
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any changes due to any acts of God, natural disasters, man-made disasters, disease outbreak, global public health emergency (as declared by the World Health Organization), epidemics or pandemics (including COVID-19 and any worsening thereof or any commercially reasonable actions taken by the Company and its subsidiaries as a reasonably necessary or appropriate response to COVID-19 to protect the health and safety of their employees or respond to third-party supply or service disruptions cause by COVID-19, including in response to any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, safety or similar law, directive, guidelines or recommendation promulgated by any industry group or any governmental authority in response to COVID-19);
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•
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any change, event, effect, development or circumstance arising out of the announcement of the merger agreement and the transactions contemplated by the merger agreement or the pendency of the merger or the identity of the parties to the merger agreement, including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any governmental authorities or any customers, suppliers, reinsurers, agents, policyholders, partners, officers or employees of the Company and its subsidiaries, other than in respect of the representations and warranties made by the Company or actions taken or omitted to be taken pursuant to the merger agreement to obtain any consent, approval, authorization or waiver under applicable law in connection with the merger and the other transactions contemplated by the merger agreement;
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•
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any actions taken or omitted to be taken pursuant to the merger agreement to obtain any consent, approval, authorization or waiver under applicable law in connection with the merger and the other transactions contemplated by the merger agreement;
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•
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the entering into and performance of the merger agreement and the transactions contemplated by the merger agreement, including compliance with the covenants set forth in the merger agreement, or any action taken or omitted to be taken by the Company at the express written request or with the prior written consent of Parent or Merger Sub;
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•
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the effects of any breach, violation or nonperformance of any provision of the merger agreement by Parent or any of its affiliates;
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•
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any initiated or threatened action against the Company, any of its affiliates or any of their respective directors or officers arising out of the merger agreement or the transactions contemplated by the merger agreement;
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•
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any failure in and of itself (but not the underlying cause thereof) by the Company to meet any published analyst estimates or expectations of the Company’s revenues, premiums written, earnings or other financial performance or results of operations for any period or any failure in and of itself (but not the underlying cause thereof) by the Company to meet its internal or published projections, budgets, plans or forecasts of its revenues, premiums written, earnings or other financial performance or results of operations or any change in the price or trading volume of the Company common shares;
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•
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changes in the value of the investment assets owned by a subsidiary (but not the underlying cause thereof);
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•
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changes or developments in and of themselves (but not the underlying cause thereof) in the credit, financial strength or other rating of the Company, any of its subsidiaries or its outstanding debt; or
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•
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any effect, change, event, occurrence or circumstance arising out of, resulting from or related to the matters described in the Company disclosure letter.
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•
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any direct or indirect acquisition or purchase, in a single transaction or a series of transactions, of (i) 10% or more of the outstanding Company Class A shares, Company Class B shares or Company common shares or (ii) 10% or more (based on the fair market value thereof, as determined by the Company’s board of directors) of the assets (including capital stock of the subsidiaries of the Company) of the Company and its subsidiaries, taken as a whole;
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•
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any tender offer or exchange offer that, if consummated, would result in any third party other than Parent and its subsidiaries owning, directly or indirectly, 10% or more of the outstanding (a) Company Class A shares, (b) Company Class B shares or (c) Company common shares;
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•
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any merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving the Company pursuant to which any third party other than Parent and its subsidiaries (or the shareholders of any third party other than Parent and its subsidiaries)
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•
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any issuance, sale or disposition, directly or indirectly, to any person or group of any securities (or options, rights, warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 10% or more of the voting power of the Company; or
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•
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any combination of the foregoing (in each case, other than the merger and the transactions contemplated by the merger agreement).
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•
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solicit, initiate or knowingly encourage, induce or facilitate the making of any proposal, that constitutes or is reasonably be likely to lead to a takeover proposal (other than contacting or engaging in discussions with the person making a takeover proposal or its representatives for the sole purpose of clarifying such takeover proposal);
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•
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enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any of the Company’s or its subsidiaries’ confidential information with respect to any takeover proposal;
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•
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enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, share purchase agreement, asset purchase agreement, acquisition agreement, option agreement or similar agreement related to a takeover proposal (other than a confidentiality agreement in accordance with the provisions of the merger agreement) with respect to a takeover proposal (which we refer to as “takeover proposal documentation”); or
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•
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fail to enforce, or grant any waiver under, any standstill or similar agreement with any person (unless, and only to the extent, the Company’s board of directors determines in good faith, after consultation with its outside counsel, that enforcement or failure to grant a waiver would be inconsistent with its fiduciary duties of directors under Indiana Law, in which case it may enable such persons to confidentially submit a takeover proposal to the Company’s board of directors).
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•
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furnish information with respect to the Company and its subsidiaries to the person making the takeover proposal (and its representatives) pursuant to a confidentiality agreement containing confidentiality provisions no more favorable in the aggregate to such person than those contained in the confidentiality agreement entered into between the Company and an indirect subsidiary of Parent dated October 5, 2020 (which we refer to as the “Company confidentiality agreement”) (it being understood that the confidentiality agreement need not prohibit the making or amendment of a takeover proposal); provided that all material information provided to such person has previously been provided or made available to
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•
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participate in discussions and negotiations with the person making such takeover proposal (and its representatives) regarding such takeover proposal.
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•
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withdraw (or modify in a manner adverse to Parent), or publicly propose to withdraw (or modify in a manner adverse to Parent), the recommendation of approval of the merger agreement, the merger and the other transactions contemplated by the merger agreement by the Company voting shareholders or the approval, declaration of advisability or recommendation by the Company’s board of directors or any such committee of the merger agreement, the merger or the other transactions contemplated by the merger agreement;
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•
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approve, recommend the approval of, or publicly propose to approve or recommend the adoption of, any takeover proposal or enter into or publicly propose to enter into any takeover proposal documentation;
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•
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fail to publicly reaffirm the recommendation of approval of the merger agreement, the merger and the other transactions contemplated by the merger agreement by the Company voting shareholders within five business days of a written request by Parent to make such public reaffirmation following the receipt by the Company of a public takeover proposal that has not been publicly withdrawn (other than in the case of a takeover proposal in the form of a tender offer or exchange offer, discussed in the sixth bullet below) (it being agreed that this bullet will not apply to any takeover proposal deemed to have been made pursuant to the A&R SSCSA absent subsequent action on or after February 14, 2021, by any party to the A&R SSCSA that would constitute a takeover proposal); provided that Parent may make any such request only once in any 10 business day period;
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•
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take any action to make the provisions of any takeover law or takeover-related provision of the Company’s articles of incorporation or code of by-laws inapplicable to a takeover proposal;
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•
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fail to include the recommendation of the Company’s board of directors for the Company voting shareholders to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement by the Company voting shareholders in the proxy statement; or
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•
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fail to recommend against a tender offer or exchange offer prior to the earlier of (i) the tenth business day after commencement of the tender offer or exchange offer and (ii) the later of the second business day prior to the special meeting and the fifth business day after commencement of the tender offer or exchange offer (it being understood that any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) of the Exchange Act will not be deemed an “adverse recommendation change” and this proxy statement generally refers to any of such actions as an “adverse recommendation change”).
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•
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the Company has materially complied with its obligations under the merger agreement that are summarized in this “—No Solicitation of Takeover Proposals” with respect to such takeover proposal;
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•
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the Company has given Parent notice at least 4 business days prior to making any such adverse recommendation change or causing or permitting the Company to terminate the merger agreement pursuant to clause (ii) above, which notice will include:
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○
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the material terms and conditions of any superior proposal that is the basis of the proposed action by the Company’s board of directors, the identity of the person making the superior proposal and copies of proposed definitive documentation with respect to the superior proposal (it being
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○
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a reasonably detailed description of the material event or development or material change in circumstance constituting such change in circumstance;
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•
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the Company has and has caused its subsidiaries and its and their respective representatives to make themselves reasonably available to negotiate with Parent and its representatives during the period referred to in the bullet above to the extent requested in writing by Parent in order to permit Parent to propose one or more amendments to the merger agreement that would result in such takeover proposal ceasing to constitute a superior proposal or such other matter no longer constituting a change in circumstance; and
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•
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after considering any proposed binding offers to amend the merger agreement committed to in writing by Parent (and not revoked) during such periods described above, if any, the Company’s board of directors has determined in good faith, after consultation with its financial advisor and outside counsel, that the failure to make the adverse recommendation change in response to such superior proposal or change in circumstance or cause or permit the Company to terminate the merger agreement in response to such superior proposal would be inconsistent with the fiduciary duties of directors under Indiana law.
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•
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taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act or Item 1012(c) of Regulation M-A promulgated under the Exchange Act (or any similar communication to Company shareholders in connection with the making or amendment of a tender offer or exchange offer); or
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•
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making any disclosure to its shareholders if the Company’s board of directors determines (after consultation with its outside counsel) that failure to do so would be inconsistent with the fiduciary duties of directors under Indiana law or as otherwise required under applicable law, it being understood, however, that the provision summarized in this and the foregoing bullet will not be deemed to alter the definition of “adverse recommendation change” or permit the Company’s board of directors to make an adverse recommendation change except to the extent permitted by and in compliance with the terms of the merger agreement.
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obtain all necessary, proper or advisable consents, approvals, authorizations or waivers from governmental authorities and make all necessary, proper or advisable registrations, filings and notices and take all steps as may be necessary to obtain a consent, approval, authorization or waiver from any governmental authority (including under insurance laws and the HSR Act); and
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•
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execute and deliver any additional agreements, documents or instruments necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, the merger agreement.
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•
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take all actions requested by any governmental authority, or otherwise necessary, proper or advisable to resolve any objections that may be asserted by any governmental authority with respect to the merger or any other transaction contemplated by the merger agreement; and;
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•
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prevent the entry of any order that would prevent, prohibit, restrict or delay the consummation of the merger or any other transaction contemplated hereby.
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•
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initiate litigation or an appeal process in any court or administrative or other tribunal against any governmental authority in order to prevent the entry of, and have vacated, lifted, reversed or overturned, any order that would prevent, prohibit, restrict or delay the consummation of the merger (provided that Parent shall, and shall cause its subsidiaries to, use reasonable best efforts to defend on the merits any claim, cause of action, proceeding or litigation in any court or administrative or other tribunal initiated by any governmental authority in order to prevent the entry of, and have vacated, lifted, reversed or overturned, any order that would prevent, prohibit, restrict or delay the consummation of the Merger); or
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•
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agree to a burdensome condition.
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•
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is imposed by an insurance regulator and would require Parent or any of its subsidiaries to agree to any material operational restriction on its business or any restriction on the payment of dividends (other than restrictions on dividends imposed by applicable Indiana insurance laws or any incremental limitation on dividends or distributions specifically imposed by an insurance regulator with a duration of two years or less following the closing);
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•
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is imposed by a governmental authority and would require Parent or any of its subsidiaries to make any divestiture or disposition, discontinue or license any portion of its business or assets, to accept or enter into any hold separate order or consent decree or to place any assets in trust (other than any that relates to the Company and its subsidiaries and would not be material to the Company and its subsidiaries, taken as a whole);
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•
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is imposed by an insurance regulator and would require Parent or any of its subsidiaries to make any capital commitment or capital guarantee or keep well or similar capital maintenance undertaking, in each case that would be material relative to Parent and its subsidiaries, taken as a whole (with “material” for this purpose measured relative to the size of the Company and its subsidiaries, taken as a whole), as a result of the transactions contemplated by the merger agreement; or
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•
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individually or in the aggregate has or would reasonably be likely to have a material adverse effect on the Company and its subsidiaries, taken as a whole, as a result of the transactions contemplated by the merger agreement.
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•
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any proposed changes to the business and operations of the Company and its subsidiaries by Parent or its subsidiaries; or
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•
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other than for purposes of the second bullet above describing the definition of burdensome condition, the identity of Parent and its subsidiaries.
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•
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a “Form A” Approval of Acquisition, together with all exhibits, affidavits and certificates, with the Indiana Department of Insurance within 20 business days of the date of the merger agreement (other than biographical affidavits, fingerprints and financial information regarding individuals, which shall be filed within 30 business days after the date of the merger agreement); and
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•
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any filings required by the Bermuda Monetary Authority within 20 business days of the date hereof with the Bermuda Monetary Authority.
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•
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consult with one another with respect to the obtaining of all consents, approvals, authorizations or waivers of governmental authorities necessary, proper or advisable to consummate the transactions contemplated by the merger agreement;
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•
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keep the other parties apprised on a prompt basis of the status of matters relating to such consents, approvals, authorizations or waivers; and
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•
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not, and cause their respective affiliates not to, permit any of their respective directors, officers, employees, partners, members, shareholders or any other representatives to participate in any live or telephonic meeting (other than non-substantive scheduling or administrative calls) with any governmental authority in respect of any filings, investigation or other inquiry relating to the transactions contemplated by the merger agreement unless it consults with the other in advance and, to the extent permitted by applicable law and by such governmental authority, gives the other party the opportunity to attend and participate in such meeting.
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•
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have the right to review in advance, and to the extent practicable, and subject to any restrictions under applicable law, consult the other on, any filing made with, or written materials submitted to, any governmental authority in connection with the transactions contemplated by the merger agreement;
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•
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in good faith, consider and reasonably accept comments of the other parties;
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•
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promptly furnish to each other copies of all such filings and written materials after their filing or submission, in each case subject to applicable laws;
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•
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promptly advise each other upon receiving any communication from any governmental authority whose consent, approval, authorization or waiver is required to consummate the transactions contemplated by the merger agreement, including promptly furnishing each other copies of any written or electronic communication; and
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•
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promptly advise each other when any such communication causes such party to believe that there is a reasonable likelihood that any such consent, approval, authorization or waiver will not be obtained or that the receipt of any such consent, approval, authorization or waiver will be materially delayed or conditioned.
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•
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by mutual written consent of the Company and Parent, which consent will have been approved by the action of their respective boards of directors;
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•
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by either the Company or Parent, if any governmental authority has issued a final and nonappealable order, or a law is in effect, in each case, permanently preventing or prohibiting the merger; provided, however, that the party seeking to terminate the merger agreement pursuant to this bullet will have complied with its obligations under the merger agreement to use reasonable best efforts to obtain governmental approvals and the occurrence of such order was not primarily due to the failure of that party to perform its obligations under the merger agreement;
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•
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by either the Company or Parent, if the Company voting shareholders have not approved the merger proposal;
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•
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by the Company, prior to the merger proposal being approved by the Company voting shareholders, in order to substantially concurrently with such termination enter into a binding definitive agreement to effect a superior proposal that did not arise as a result of a material breach by the Company of the no-solicitation covenant, subject to the Company paying Parent the $13,335,000 termination fee, prior to or substantially simultaneously with such termination;
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•
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by Parent, prior to the merger proposal being approved by the Company voting shareholders (i) if the Company’s board of directors has made an adverse recommendation change or (ii) if the Company has willfully and materially breached its covenants relating to covenants described under “—No Solicitation of Takeover Proposals”;
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•
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by either the Company or Parent, if the merger has not been consummated by the outside termination date of November 14, 2021, which may be extended to February 14, 2022, by either Parent or the Company on November 14, 2021, if, on such date, all conditions to closing other than the condition relating to the obtaining of required regulatory approvals have been satisfied (however, the right to terminate the merger agreement under the provision described in this bullet will not be available to any party whose failure to fulfill any obligation under the merger agreement has been the cause of, or results in, the failure of the merger to occur on or before such date);
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•
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by Parent (as long as it and Merger Sub are not in material breach of its covenants and its and Merger Sub’s representations and warranties remain correct in all material respects), if:
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○
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there has been a breach by the Company of any representation, warranty, covenant or agreement contained in the merger agreement or any of the representations or warranties of the Company is
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such breaches or inaccuracies will not have been cured (or are not capable of being cured) before the earlier of 45 days after written notice thereof is given by Parent to the Company or the outside termination date;
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•
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by the Company (as long as it is not in material breach of its covenants and its representations and warranties remain correct in all material respects) if:
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○
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there has been a breach by Parent of any representation, warranty, covenant or agreement contained in the merger agreement or any of the representations or warranties of Parent is or will have become inaccurate and such breaches or inaccuracies would, individually or in the aggregate, result in a failure of a condition regarding representations, warranties, covenants or agreements of Parent if continuing on the closing date; and
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such breaches or inaccuracies will not have been cured (or are not capable of being cured) before the earlier of 45 days after written notice thereof is given by the Company to Parent or the outside termination date.
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•
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if the Company terminates the agreement pursuant to the provision described under the fourth bullet under “—Termination of the Merger Agreement” beginning on page [62] because the Company entered into a binding definitive agreement to effect a superior proposal that did not arise as a result of a material breach by the Company of its no-solicitation obligations under the merger agreement. Such payment must be made on the date of the termination of the merger agreement;
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•
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if Parent terminates the merger agreement pursuant to the provisions described under the fifth bullet under “—Termination of the Merger Agreement” beginning on page [62] because the Company’s board of directors has made an adverse recommendation change or has willfully and materially breached its covenants described under “—No Solicitation of Takeover Proposals.” Such payment must be made within four business days of termination of the merger agreement; or
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•
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if the agreement is:
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terminated by the Company or Parent pursuant to the provisions described under the sixth bullet under “—Termination of the Merger Agreement” beginning on page [62] at any time after February 14, 2021, and prior to the outside termination date, a takeover proposal has been publicly announced or made known to the Company’s board of directors or Company shareholders and not withdrawn;
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terminated by Parent pursuant to the provisions described under the seventh bullet under “—Termination of the Merger Agreement” beginning on page [62] and at any time after February 14, 2021, and prior to the breach giving rise to Parent’s right to terminate under this provision described in the seventh bullet above (other than a breach or inaccuracy of the representation and warranty that there has not been a Company material adverse effect since February 14, 2021), a takeover proposal has been publicly announced or made known to the Company’s board of directors or Company shareholders and not withdrawn prior to such breach; or
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terminated by the Company or Parent pursuant to the provisions described under the third bullet under “—Termination of the Merger Agreement” beginning on page [62] and at any time after February 14, 2021, and prior to the Company shareholders meeting, a takeover proposal has been publicly announced or made known to the Company’s board of directors or Company shareholders and not withdrawn prior to the Company shareholders meeting and
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•
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in the case of any of the three sub-bullets above, within 12 months after such termination, the Company either consummates any such takeover proposal or enters into a definitive agreement to consummate any such takeover proposal and the Company thereafter consummates the takeover proposal that is the subject of such definitive agreement (whether or not within such 12-month period), then the Company will pay Parent the Company termination fee; provided that for the purposes of the section described by the sub bullets above, all references in the term takeover proposal to “10% or more” will be deemed to be references to “more than 50%.”
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•
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declare, set aside, make or pay any dividends or other distributions (whether in cash, stock or property) in respect of any of its or its subsidiaries’ capital stock, other than regular quarterly cash dividends of $0.10 per share by the Company as set forth in the Company disclosure letter and any dividends or distributions by a subsidiary of the Company to the Company or any other subsidiary of the Company;
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•
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adjust, split, combine, subdivide or reclassify any of its capital stock, other equity interests, or voting securities, or securities convertible into or exchangeable or exercisable for capital stock or other equity interests or voting securities, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, its capital stock or other equity interests or voting securities;
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•
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repurchase, redeem or otherwise acquire or offer to repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or any Company share rights, other than as required by a benefit plan or in connection with the vesting or settlement of Company equity awards outstanding on the date of the merger agreement and other than Company common shares (other than those beneficially owned by Parent and its subsidiaries) in accordance with Section 8.1 or Section 8.2 of the Company’s code of by-laws;
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•
|
issue, deliver, offer, grant, deliver, sell, or encumber any shares of its or its subsidiaries’ capital stock, Company share rights or subsidiary share rights, other than the issuance of Company common shares in connection with the settlement of any Company equity awards outstanding on the date of the merger agreement;
|
•
|
amend its articles of incorporation or code of by-laws or equivalent organizational documents of its subsidiaries or adopt or implement any shareholder rights plan or similar arrangement;
|
•
|
purchase an equity interest in, or a substantial portion of the assets of, any person or any division or business thereof, if the aggregate amount of the consideration paid or transferred by the Company and its subsidiaries in connection with all such transactions would exceed $3,000,000, or merge or consolidate with any person, in each case, other than (i) any such action solely between or among the Company and its subsidiaries, or (ii) pursuant to investment policies and guidelines of the Company or any of its subsidiaries;
|
•
|
sell, lease, license, subject to a lien (other than permitted liens) or otherwise surrender, relinquish or dispose of any of its properties, assets or rights (including capital stock of any subsidiary of the Company) with a value or purchase price in the aggregate in excess of $3,000,000, other than (i) sales of assets pursuant to the investment policies and guidelines of the Company or any of its subsidiaries, (ii) grants, acquisitions, abandonment or disposals of, or permission to lapse, any rights to any intellectual property in the ordinary course of business, (iii) sales or other dispositions of obsolete assets or (iv) in the ordinary course of business;
|
•
|
incur any indebtedness for borrowed money, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any such indebtedness or any debt securities of another person, or enter into any “keep well” or other agreement to maintain any financial statement condition of another person, collectively, “indebtedness,” other than indebtedness incurred in the ordinary course of business under the Company’s credit facilities (not to exceed $5,000,000) and any trade letters of credit;
|
•
|
make any loans to any person, other than (i) to the Company or any of its subsidiaries, (ii) in the ordinary course of business or (iii) pursuant to the investment policies and guidelines of the Company or any of its subsidiaries;
|
•
|
settle any actions made or pending against the Company or any of its subsidiaries, or any of their respective directors or officers in their capacities as such, or waive or discharge any claims of material value, other than any settlements or waivers (i) in the ordinary course of business or (ii) (A) for amounts not to exceed, for any such settlement individually, $2,500,000 (net the amount reserved for such matters by the Company or amounts covered by insurance) and (B) that would not reasonably be likely to prohibit or materially restrict the Company and its subsidiaries from operating their business in substantially the same manner as operated on the date of this agreement;
|
•
|
cancel any material indebtedness owed by a third party to the Company or any of its subsidiaries;
|
•
|
make any material change (i) in any accounting methods, principles or practices, (ii) to the investment policies and guidelines of Protective or any of its subsidiaries or (iii) to any of the actuarial, underwriting or claims administration policies, practices or principles of any the Company insurance
|
•
|
except as required by applicable law or the terms of a benefit plan disclosed on the Company disclosure letter, (i) increase the compensation or benefits of any executive officer (as defined in the Securities Act) or, other than in the ordinary course of business, other employee, director or natural independent contractor of the Company or any of its subsidiaries, (ii) accelerate the vesting or payment of any compensation or benefits of any director, executive officer, other employee or consultant of the Company or any of its subsidiaries, (iii) establish, adopt, enter into, materially amend or terminate any benefit plan (or make any representations regarding the establishment, adoption, entering into, material amendment or termination of any benefit plan), except for immaterial changes in the ordinary course of business to nondiscriminatory health and welfare plans and for any other actions in the ordinary course of business that would not, individually or in the aggregate, increase the benefits available to participants under, or the costs to the Company or any of its subsidiaries of, such benefit plans in any material respect relative to the benefits and costs under existing benefit plans, or (iv) fund any payments or benefits that are payable or to be provided under any benefit plan (through a grantor trust or otherwise);
|
•
|
except as in the ordinary course of business, (i) make, revoke or change any material election concerning taxes or tax returns, (ii) enter into any material closing agreement with respect to taxes, (iii) settle or compromise any material tax audit, claim, assessment, or other proceeding, (iii) agree to an extension or waiver of the limitation period for any material claim or assessment in respect of taxes, (iv) file any material amended tax return, (v) surrender any right to claim a material refund of taxes, (vi) obtain any material tax ruling, (vii) adopt or change any material method of tax accounting (except as required by a change in applicable law, GAAP or SAP), or cause or permit any other person to take any of the foregoing actions with respect to the Company or any of its subsidiaries;
|
•
|
enter, terminate, modify, release or relinquish any rights or claims under, grant any consents under, or amend in any material respect any material contract in the ordinary course of business;
|
•
|
adopt any plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any subsidiary of the Company;
|
•
|
materially change any claim handling, investment, reserve, actuarial or financial reporting methods, principles, policies or practices of the Company or any of its subsidiaries, except for any such change required by applicable law, GAAP, or SAP;
|
•
|
reduce or strengthen any reserves, provisions for losses and other liability amounts in respect of insurance contracts, except (i) to the extent required by SAP (including ordinary course updates in accordance with SAP, but disregarding any changes to SAP that are not yet required to be implemented) or GAAP (including ordinary course updates in accordance with GAAP), as applicable, or (ii) as a result of loss, expense or exposure payments to other parties in accordance with the terms of insurance contracts;
|
•
|
enter into any new material lines of business that the Company or any of its subsidiaries does not operate as of the date of this Agreement; or
|
•
|
agree to take any of the foregoing actions.
|
•
|
base salary or hourly base wage rate that is at least equal to the base salary or hourly wage rate provided to such continuing employee immediately prior to the closing, except as otherwise mutually agreed to between Parent and a continuing employee;
|
•
|
a short-term incentive compensation target opportunity that is at least equal to the short-term incentive compensation target opportunity provided to such continuing employee immediately prior to the closing;
|
•
|
employee benefits (excluding equity compensation and 401(k) profit sharing contributions) that are no less favorable in the aggregate than those provided to such continuing employees immediately prior to the closing; and
|
•
|
for each continuing employee who incurs an involuntary termination of employment other than for cause during the continuation period, severance payments and benefits to which such continuing employee would have been entitled with respect to such termination under any scheduled benefit plan had such termination occurred immediately prior to the closing.
|
•
|
for all purposes (including purposes of vesting, eligibility to participate and level of benefits) under any employee benefit plans of Parent and its subsidiaries (exclusive of the Company and its subsidiaries) solely to the extent such plans provide benefits to any continuing employee after the closing date (the “new plans”), cause each such continuing employee to be credited with his or her years of service
|
•
|
cause each continuing employee to be immediately eligible to participate, without any waiting time or satisfaction of any other eligibility requirements, in any and all new plans to the extent coverage under such new plan is replacing comparable coverage under a benefit plan in which such continuing employee participated immediately before the closing date (which we refer to as, collectively, the “old plans”); and
|
•
|
for purposes of each new plan providing medical, dental, pharmaceutical and/or vision benefits to any continuing employee, cause (i) all pre-existing condition exclusions and actively-at-work requirements of such new plan to be waived for such continuing employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable old plans of the Company or its subsidiaries in which such continuing employee participated immediately prior to the closing date and (ii) any eligible expenses incurred by any continuing employee and his or her covered dependents during the portion of the plan year of the old plan ending on the date such continuing employee’s participation in the corresponding new plan begins to be taken into account under such new plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such continuing employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such new plan.
|
•
|
organization and standing;
|
•
|
corporate power and authority with respect to the execution, delivery and performance of the merger agreement and the transactions contemplated by the merger agreement, and the due and valid execution and delivery and enforceability of the merger agreement;
|
•
|
absence of conflicts with, or violations of, organizational documents, contracts and applicable laws;
|
•
|
required regulatory filings and consents and approvals of governmental authorities;
|
•
|
compliance with applicable laws;
|
•
|
absence of certain litigation; and
|
•
|
brokers’ fees payable in connection with the transactions contemplated by the merger agreement.
|
•
|
capital structure;
|
•
|
ownership of subsidiaries;
|
•
|
the Company’s board of directors recommendation and approval;
|
•
|
requisite shareholder approval;
|
•
|
SEC documents, financial statements and internal controls and disclosure controls and procedures;
|
•
|
absence of undisclosed liabilities;
|
•
|
absence of any Company material adverse effect since December 31, 2019;
|
•
|
possession of, and compliance with, permits;
|
•
|
actuarial reports;
|
•
|
tax matters;
|
•
|
benefits matters and ERISA compliance;
|
•
|
labor relations;
|
•
|
intellectual property;
|
•
|
insurance coverage;
|
•
|
real property;
|
•
|
environmental matters;
|
•
|
inapplicability of takeover statutes;
|
•
|
material contracts;
|
•
|
insurance subsidiaries;
|
•
|
statutory statements and examinations;
|
•
|
reinsurance;
|
•
|
policy reserves;
|
•
|
investments; and
|
•
|
opinion from financial advisor.
|
•
|
Merger Sub’s ownership and operations;
|
•
|
available funds; and
|
•
|
stock ownership in the Company.
|
•
|
preparation by the Company of this proxy statement;
|
•
|
confidentiality and access by Parent to certain information about the Company;
|
•
|
consultation between the Company and Parent in connection with public statements with respect to the transactions contemplated by the merger agreement;
|
•
|
causing to be exempt, under Rule 16b-2 promulgated under the Exchange Act, dispositions of the Company equity securities (including derivative securities) pursuant to the transactions contemplated by the merger agreement by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act;
|
•
|
the Company notifying Parent of any shareholder litigation relating to the transactions contemplated by the merger agreement, and the Company giving Parent the opportunity to participate in, but not control, the defense of any shareholder litigation against the Company or its directors relating to the merger agreement and the transactions contemplated by the merger agreement and the Company not settling any such action without the prior written consent of Parent; and
|
•
|
Parent and the Company using their respective reasonable best efforts to cause the Company’s securities to be delisted from the Nasdaq and deregistered under the Exchange Act as soon as reasonably practicable following the effective time.
|
•
|
be present or represented at the special meeting and cause all their Class A shares to be counted as present for purposes of calculating a quorum; and
|
•
|
vote (or cause to be voted), in person or by proxy, all of their Class A shares (which we refer to as the “covered shares”):
|
○
|
in favor of (i) the adoption of the merger agreement, the merger and other transactions contemplated by the merger agreement and (ii) any action reasonably requested by Parent or the Company’s board of directors in furtherance of the foregoing, including in favor of the adjournment proposal to the extent necessary if there are insufficient Class A shares represented (either in person or by proxy) to constitute a quorum or to approve the merger agreement;
|
○
|
against any action or agreement that would reasonably be expected to (i) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the merger agreement, or of a shareholder contained in the voting agreement, (ii) result in any of the conditions to the consummation of the merger under the merger agreement not being satisfied or (iii) impede, frustrate, interfere with, delay, postpone or adversely affect the merger and the other transactions contemplated by the merger agreement; and
|
○
|
against any takeover proposal (other than the merger and the transactions contemplated by the merger agreement) or superior proposal; provided that, in the event that the Company’s board of directors makes an adverse recommendation change pursuant to and in compliance with the merger agreement, to the extent that the supporting shareholders own more than 35.3% of the aggregate amount of outstanding Class A shares (the “excess Class A shares”), the supporting shareholders shall vote (or cause to be voted), in person or by proxy, all of the excess Class A shares in the same relative proportions as the number of Class A shares owned by holders of Class A shares other than the supporting shareholders (the “unaffiliated shareholders”) that are voted in favor of the adoption of the merger agreement, the merger and other transactions contemplated by the merger agreement bears to the total number of Class A shares owned by the unaffiliated shareholders.
|
•
|
the effective time;
|
•
|
the termination of the merger agreement in accordance with its terms; or
|
•
|
with respect to any supporting shareholder, the entry by Parent, the Company and Merger Sub into any amendment, modification or waiver to the merger agreement without the prior written consent of such supporting shareholder that results in:
|
○
|
a decrease in, or a change in the form of, the merger consideration payable to holders of Company common shares; or
|
○
|
extends the outside termination date.
|
•
|
The termination of the voting agreement will not (i) relieve any party thereto from any liability incurred prior to such termination or expiration, (ii) relieve any party thereto from any liability to any other party arising out of or in connection with a breach of the voting agreement or (iii) if the voting agreement terminates because the effective time has occurred, terminate the parties’ obligations under the voting agreement relating to publicity, regulatory cooperation or termination.
|
•
|
with respect to a supporting shareholder that is not an individual, transfers back to such supporting shareholder or to a controlled affiliate, if another controlled affiliate of such supporting shareholder, which holds any covered shares as permitted under the voting agreement, ceases to be a controlled affiliate in relation to such supporting shareholder, prior to such controlled affiliate ceasing to be a controlled affiliate in relation to such supporting shareholder;
|
•
|
with respect to a supporting shareholder that is not an individual, transfers to any of its controlled affiliates; provided that such controlled affiliate remains a controlled affiliate of the supporting shareholder at all times following the transfer;
|
•
|
transfers of covered shares by a supporting shareholder to any other person to whom Parent has consented in advance in writing;
|
•
|
transfers by will or other testamentary document or by the laws of descent and distribution upon the death of a supporting shareholder; or
|
•
|
for estate planning purposes.
|
•
|
Enter into any agreement, arrangement or understanding with any person, or take any other action, that violates or conflicts with or would reasonably be expected to violate or conflict with, or result in or give rise to a violation of or conflict with, such supporting shareholder’s representations, warranties, covenants and obligations under the voting agreement; or
|
•
|
Take any action that could restrict or otherwise affect such supporting shareholder’s legal power, authority and right to comply with and perform its covenants and obligations under the voting agreement.
|
•
|
solicit, initiate or knowingly encourage the making of any proposal that constitutes or is reasonably likely to lead to a takeover proposal;
|
•
|
enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any of the Company’s or its subsidiaries’ confidential information with respect to, any takeover proposal; or
|
•
|
enter into any takeover proposal documentation with respect to a takeover proposal.
|
|
| |
Protective Insurance Corporation Class A
Shares
|
||||||
|
| |
High
|
| |
Low
|
| |
Dividend
|
Fiscal 2021
|
| |
|
| |
|
| |
|
First Quarter (through March 11, 2021)
|
| |
$23.10
|
| |
$15.06
|
| |
N/A
|
|
| |
|
| |
|
| |
|
Fiscal 2020
|
| |
|
| |
|
| |
|
First Quarter
|
| |
$16.40
|
| |
$14.33
|
| |
$0.10
|
Second Quarter
|
| |
$17.37
|
| |
$13.85
|
| |
$0.10
|
Third Quarter
|
| |
$20.98
|
| |
$13.20
|
| |
$0.10
|
Fourth Quarter
|
| |
$15.36
|
| |
$10.70
|
| |
N/A
|
|
| |
|
| |
|
| |
|
Fiscal 2019
|
| |
|
| |
|
| |
|
First Quarter
|
| |
$15.95
|
| |
$13.61
|
| |
$0.10
|
Second Quarter
|
| |
$17.51
|
| |
$14.56
|
| |
$0.10
|
Third Quarter
|
| |
$18.38
|
| |
$14.34
|
| |
$0.10
|
Fourth Quarter
|
| |
$21.57
|
| |
$15.83
|
| |
$0.10
|
|
| |
|
| |
|
| |
|
Fiscal 2018
|
| |
|
| |
|
| |
|
First Quarter
|
| |
$24.76
|
| |
$22.16
|
| |
$0.28
|
Second Quarter
|
| |
$24.36
|
| |
$21.31
|
| |
$0.28
|
Third Quarter
|
| |
$24.86
|
| |
$22.01
|
| |
$0.28
|
Fourth Quarter
|
| |
$23.30
|
| |
$15.50
|
| |
$0.28
|
|
| |
Protective Insurance Corporation Class B
Shares
|
||||||
|
| |
High
|
| |
Low
|
| |
Dividend
|
Fiscal 2021
|
| |
|
| |
|
| |
|
First Quarter (through March 11, 2021)
|
| |
$23.17
|
| |
$14.11
|
| |
N/A
|
|
| |
|
| |
|
| |
|
Fiscal 2020
|
| |
|
| |
|
| |
|
First Quarter
|
| |
$14.93
|
| |
$12.72
|
| |
$0.10
|
Second Quarter
|
| |
$15.81
|
| |
$12.40
|
| |
$0.10
|
Third Quarter
|
| |
$16.85
|
| |
$11.39
|
| |
$0.10
|
Fourth Quarter
|
| |
$15.78
|
| |
$9.96
|
| |
N/A
|
|
| |
|
| |
|
| |
|
Fiscal 2019
|
| |
|
| |
|
| |
|
First Quarter
|
| |
$17.19
|
| |
$15.10
|
| |
$0.10
|
Second Quarter
|
| |
$17.54
|
| |
$14.72
|
| |
$0.10
|
Third Quarter
|
| |
$18.12
|
| |
$15.03
|
| |
$0.10
|
Fourth Quarter
|
| |
$22.01
|
| |
$15.28
|
| |
$0.10
|
|
| |
|
| |
|
| |
|
Fiscal 2018
|
| |
|
| |
|
| |
|
First Quarter
|
| |
$25.00
|
| |
$21.90
|
| |
$0.28
|
Second Quarter
|
| |
$25.70
|
| |
$22.00
|
| |
$0.28
|
Third Quarter
|
| |
$25.10
|
| |
$22.65
|
| |
$0.28
|
Fourth Quarter
|
| |
$23.50
|
| |
$15.81
|
| |
$0.28
|
Name and Address of Beneficial Owner
|
| |
Number of
Class A Shares
and Nature of
Beneficial
Ownership(a)
|
| |
Percent of
Class A Shares
|
Nathan Shapiro Family Interests
|
| |
535,904
|
| |
20.6%
|
(in the aggregate)(b)
799 Central Avenue, #350
Highland Park, Illinois 60035
|
| |
|
| |
|
Steven A. Shapiro(c)
|
| |
317,916
|
| |
12.2%
|
Daniel Shapiro(d)
|
| |
295,608
|
| |
11.4%
|
Leslie Beider Stillman
|
| |
274,166
|
| |
10.5%
|
Randy Shapiro
|
| |
274,166
|
| |
10.5%
|
Nathan Shapiro(e)
|
| |
217,921
|
| |
8.4%
|
Richard Horwood(f)
|
| |
255,220
|
| |
9.8%
|
500 West Madison, Suite 3700
Chicago, Illinois 60661
|
| |
|
| |
|
Stephen J. Gray(g)
|
| |
253,556
|
| |
9.7%
|
100 N. Collier Blvd., #1004
Marco Island, Florida 34145
|
| |
|
| |
|
Robert Shapiro(h)
|
| |
236,462
|
| |
9.1%
|
290 Beeline Drive
Bensenville, Illinois 60106
|
| |
|
| |
|
Wells Fargo & Company(i)
420 Montgomery Street
San Francisco, California 64163
|
| |
139,933
|
| |
5.4%
|
(a)
|
Shares as to which the beneficial owner has, or may be deemed to have, sole voting and investment powers as to Class A shares, except as otherwise noted.
|
(b)
|
Information with respect to the Nathan Shapiro Family Interests was obtained from Amendment No. 5 to Schedule 13D filed with the Securities and Exchange Commission on February 16, 2021 by the reporting persons named therein (the “Shapiro Schedule 13D/A”). The amount shown for the Nathan Shapiro Family Interests, in the aggregate, includes shares beneficially owned by Nathan Shapiro, Randy Shapiro, who is Nathan Shapiro’s spouse, and Steven Shapiro, Daniel Shapiro, and Lesley Beider Stillman, who are Nathan Shapiro’s children. The Class A shares reported as beneficially owned by the Nathan Shapiro Family Interests, in the aggregate, include:
|
(i)
|
274,166 Class A shares (10.5%) held by the Nathan Shapiro Revocable Trust Dated 10/7/87. Randy Shapiro, Steven A. Shapiro, Daniel Shapiro and Lesley Beider Stillman serve as co-trustees of the Nathan Shapiro Revocable Trust Dated 10/7/87 and therefore share voting and dispositive power over such Class A shares.
|
(ii)
|
173,062 Class A shares (6.6%) held by NS (Florida) Associates Inc., a corporation of which Nathan Shapiro is the sole Director and President.
|
(iii)
|
44,859 Class A shares held by New Horizon (Florida) Enterprises Inc., a corporation of which Nathan Shapiro is the sole Director, President and Secretary.
|
(iv)
|
21,375 Class A shares held by Illinois Diversified Company, LLC. Steven A. Shapiro and Daniel Shapiro are the managers of Illinois Diversified Company, LLC and, therefore, share voting and dispositive power over such Class A shares.
|
(v)
|
22,335 Class A shares held directly by Steven A. Shapiro.
|
(vi)
|
37 Class A shares held directly by Daniel Shapiro.
|
(vii)
|
30 Class A shares held by Daniel M. Shapiro C/F Nick E. Shapiro UTMA/IL.
|
(viii)
|
30 Class A shares held by Steven A. Shapiro C/F Jackson Henry Shapiro UGTMA/IL.
|
(ix)
|
10 Class A shares held by Steven A. Shapiro C/F Jordyn Reese Shapiro UTMA/IL.
|
(c)
|
Information with respect to the Class A shares beneficially owned by Steven A. Shapiro was obtained from the Shapiro Schedule 13D/A. The Class A shares reported as beneficially owned by Steven A. Shapiro include:
|
(i)
|
22,335 Class A shares held directly by Steven A. Shapiro.
|
(ii)
|
274,166 Class A shares held by the Nathan Shapiro Revocable Trust Dated 10/7/87, of which Steven Shapiro is a co-trustee.
|
(iii)
|
21,375 Class A shares held by Illinois Diversified Company, LLC, of which Steven Shapiro is a co-manager.
|
(iv)
|
30 Class A shares held by Steven A. Shapiro C/F Jackson Henry Shapiro UGTMA/IL.
|
(v)
|
10 Class A shares held by Steven A. Shapiro C/F Jordyn Reese Shapiro UTMA/IL.
|
(d)
|
Information with respect to the Class A shares beneficially owned by Daniel Shapiro was obtained from the Shapiro Schedule 13D/A. The Class A shares reported as beneficially owned by Daniel Shapiro include:
|
(i)
|
37 Class A shares held directly by Daniel Shapiro.
|
(ii)
|
274,166 Class A shares held by the Nathan Shapiro Revocable Trust Dated 10/7/87, of which Daniel Shapiro is a co-trustee.
|
(iii)
|
21,375 Class A shares held by Illinois Diversified Company, LLC, of which Daniel Shapiro is a co-manager.
|
(iv)
|
30 Class A shares held by Daniel M. Shapiro C/F Nick E. Shapiro UTMA/IL.
|
(e)
|
Represents Class A shares held by the Nathan Shapiro Revocable Trust Dated 10/7/87, of which this person is a co-trustee.
|
(f)
|
Information with respect to the Class A shares beneficially owned by Nathan Shapiro was obtained from the Shapiro Schedule 13D/A, and additional information was provided by Nathan Shapiro. The Class A shares reported as beneficially owned by Nathan Shapiro include:
|
(i)
|
173,062 Class A shares held by NS (Florida) Associates Inc., a corporation of which Nathan Shapiro is the sole Director and President.
|
(ii)
|
44,859 Class A shares held by New Horizon (Florida) Enterprises Inc., a corporation of which Nathan Shapiro is the sole Director, President and Secretary.
|
(g)
|
Information with respect to the Class A shares beneficially owned by Richard Horwood was obtained from the Shapiro Schedule 13D/A. The Class A shares reported as beneficially owned by Richard Horwood include:
|
(i)
|
7,500 Class A shares held by Norton Shapiro Family LLC. Mr. Horwood has sole voting and dispositive power over such shares in his capacity as the sole trustee of NS Family Trust #1, which is the sole manager of Norton Shapiro Family LLC.
|
(ii)
|
3,277 Class A shares held by the Norton Shapiro Revocable Trust. Mr. Horwood has sole voting and dispositive power over such shares as the sole trustee of the trust.
|
(iii)
|
128,424 Class A shares held by NSF Investment Partnership. NSF Investment Partnership is economically beneficially owned by 22 trusts, the economic beneficiaries of which are various members of Norton Shapiro’s family. Mr. Horwood is the sole trustee of each of these trusts and, thus, has sole voting and dispositive power over the shares held by NSF Investment Partnership.
|
(iv)
|
116,019 Class A shares held by the Norton Shapiro 2008 Trust. Cheryl Kreiter and Richard Horwood are the co-trustees of the Norton Shapiro 2008 Trust and have shared voting and dispositive power over such shares.
|
(h)
|
Information with respect to the Class A shares beneficially owned by Stephen Gray was obtained from the Shapiro Schedule 13D/A, and additional information was provided by Stephen Gray. The Class A shares reported as beneficially owned by Stephen Gray include:
|
(i)
|
128,410 Class A shares held by Shapiro Family Investment Partnership–Nathan Share. The Shapiro Family Investment Partnership–Nathan Share is economically beneficially owned by 26 trusts, the economic beneficiaries of which are various members of Nathan Shapiro’s family. Mr. Gray is the sole trustee of each of these trusts and, thus, has sole voting and dispositive power over the shares held by the Shapiro Family Investment Partnership–Nathan Share.
|
(ii)
|
125,146 Class A shares held by the Shapiro Family Investment Partnership–Robert Shapiro. The Shapiro Family Investment Partnership–Robert Share is economically beneficially owned by 28 trusts, the economic beneficiaries of which are various members of Robert Shapiro’s family. Mr. Gray is the sole trustee for 18 of these trusts, and as trustee over the majority of the shares, has sole voting and dispositive power over the shares held by the Shapiro Family Investment Partnership–Robert Shapiro.
|
(i)
|
Information with respect to Robert Shapiro was obtained from Amendment No. 13 to Schedule 13D dated December 23, 1986, and Forms 4 and 5 as filed by him with the Securities and Exchange Commission and delivered to us, and additional information was provided by Robert Shapiro. The Class A shares reported as beneficially owned by Robert Shapiro include:
|
(i)
|
116,559 Class A shares held directly by Robert Shapiro.
|
(ii)
|
116,019 Class A shares held by Robert & Gwendolyn Shapiro Family LLC, for which Robert Shapiro is the managing member.
|
(iii)
|
3,884 Class A shares held by Emlin Cosmetics, Inc., an Illinois corporation, over which Robert Shapiro has voting and investment power.
|
(j)
|
This information is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2021. Wells Fargo & Company, a parent holding company or control person, has sole voting and dispositive power as to 9 Class A shares and, together with its subsidiary Wells Fargo Clearing Services, LLC, a registered broker dealer, has shared dispositive power as to 139,923 Class A shares.
|
Name of Beneficial Owner or Identity of Group
|
| |
Class A Shares
|
| |
Class B Shares
|
||||||
|
Number(1)
|
| |
Percent(2)
|
| |
Number(1)
|
| |
Percent(2)
|
||
John R. Barnett
|
| |
0
|
| |
0
|
| |
18,944
|
| |
*
|
Steven J. Bensinger
|
| |
0
|
| |
0
|
| |
16,557
|
| |
*
|
Stuart D. Bilton
|
| |
0
|
| |
0
|
| |
58,196
|
| |
*
|
Jeremy D. Edgecliffe-Johnson
|
| |
0
|
| |
0
|
| |
162,937
|
| |
1.41%
|
Otto N. Frenzel, IV
|
| |
3,132
|
| |
*
|
| |
37,030
|
| |
*
|
Jeremy F. Goldstein
|
| |
0
|
| |
0
|
| |
18,769
|
| |
*
|
Stephen J. Gray(3)
|
| |
253,556
|
| |
0
|
| |
920,037
|
| |
7.96%
|
LoriAnn V. Lowery-Biggers
|
| |
0
|
| |
0
|
| |
10,906
|
| |
*
|
David W. Michelson
|
| |
0
|
| |
0
|
| |
18,049
|
| |
*
|
John D. Nichols, Jr.
|
| |
0
|
| |
0
|
| |
104,553
|
| |
*
|
BahramD. Omidfar
|
| |
0
|
| |
0
|
| |
26,707
|
| |
*
|
James A. Porcari, III
|
| |
0
|
| |
0
|
| |
11,558
|
| |
*
|
Nathan Shapiro(4)
|
| |
217,921
|
| |
8.37%
|
| |
468,750
|
| |
4.06%
|
Robert Shapiro(5)
|
| |
236,462
|
| |
9.08%
|
| |
213,517
|
| |
1.85%
|
Patrick S. Schmiedt
|
| |
40
|
| |
*
|
| |
20,559
|
| |
*
|
All current directors and executive officers(6)
|
| |
711,111
|
| |
27.32%
|
| |
2,107,069
|
| |
18.24%
|
(1)
|
Unless otherwise indicated, shares disclosed are those as to which the beneficial owner has sole voting and investment power with respect to Class A shares or sole investment power with respect to Class B shares and includes shares of unvested restricted stock and the beneficial interests of spouses and minor children who share the same residence as the named individual.
|
(2)
|
Percentages calculated based upon a total of 2,603,350 Class A shares and 11,552,801 Class B shares were issued and outstanding, including restricted shares not yet vested, as of March 10, 2021. Ownership percentages marked as * represent less than 1% of the Class A shares or Class B shares, as applicable.
|
(3)
|
See “Beneficial Owners of More than 5% of the Class A Shares” for additional information on Class A shares. The shares reported in the above table for Stephen Gray include (i) 462,640 Class B shares held by the Shapiro Family Investment Partnership – Nathan Shapiro, and (ii) 449,584 Class B shares held by the Shapiro Family Investment Partnership – Robert Shapiro.
|
(4)
|
See “Beneficial Owners of More than 5% of the Class A Shares” for additional information on Class A shares. The shares reported in the above table for Nathan Shapiro include (i) 453,750 Class B shares held by NS (Florida) Associates, Inc. and (ii) 15,000 Class B shares held directly by Nathan Shapiro.
|
(5)
|
See “Beneficial Owners of More than 5% of the Class A Shares” for additional information on Class A shares. The shares reported in the above table for Robert Shapiro include (i) 118,524 Class B shares held by the Robert & Gwendolyn Shapiro Family LLC and (ii) 90,771 Class B shares held directly by Robert Shapiro.
|
(6)
|
Total ownership by our current executive officers and directors as a group equals 19.91% of the aggregate of all Class A and Class B shares outstanding as of March 10, 2021.
|
•
|
Proposal 1 (the “merger proposal”): to approve the merger agreement, the merger and the other transactions contemplated thereby;
|
•
|
Proposal 2 (the “merger-related compensation proposal”): to approve, on a nonbinding advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger as reported on the Merger-Related Compensation table on page [84] of this proxy statement; and
|
•
|
Proposal 3 (the “adjournment proposal”): to approve an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient Class A shares represented to constitute a quorum to approve Proposal 1 at the special meeting.
|
•
|
financial institutions;
|
•
|
mutual funds;
|
•
|
tax-exempt organizations (including private foundations);
|
•
|
insurance companies;
|
•
|
regulated investment companies and real estate investment trusts;
|
•
|
S corporations, partnerships or other arrangements treated partnerships or pass-through entities (and investors or partners in such entities);
|
•
|
dealers in securities or currencies;
|
•
|
traders in securities who elect the mark-to-market method of accounting for their securities;
|
•
|
certain former citizens or long-term residents of the United States;
|
•
|
shareholders that hold their Company common shares as part of a “hedging,” “straddle,” “conversion transaction” or other integrated transaction;
|
•
|
shareholders who acquired their Company common shares pursuant to the exercise of employee stock options or otherwise in connection with the performance of services;
|
•
|
shareholders who have a functional currency other than the U.S. dollar;
|
•
|
shareholders who are subject to the alternative minimum tax;
|
•
|
controlled foreign corporations;
|
•
|
passive foreign investment companies;
|
•
|
shareholders who own, directly, indirectly or constructively, 5% or more of the outstanding Company common shares;
|
•
|
Parent and any of its affiliates; and
|
•
|
shareholders who exercise their appraisal rights.
|
•
|
the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States. In such cases, the gain will be capital gain generally subject to U.S. federal income tax on a net basis at the rates applicable to U.S. persons generally (unless an applicable income tax treaty provides otherwise) and, if the non-U.S. holder is a foreign corporation, may also be subject to a “branch profits tax” of 30% (or such lower rate as may be specified by an applicable income tax treaty);
|
•
|
the non-U.S. holder is an individual and is present in the United States for 183 days or more in the taxable year of the disposition and certain other requirements are met. In such cases, except as otherwise provided by an applicable income tax treaty, the gain (which may be offset by U.S. source capital losses recognized in the same taxable year) generally will be subject to a flat 30% U.S. federal income tax; or
|
•
|
the non-U.S. holder owned (directly, indirectly or constructively) more than 5% of Company common shares at any time during the five years preceding the merger, and the Company was a “United States real property holding corporation” for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the merger and the non-U.S. holder’s holding period with respect to Company common shares. We do not believe that the Company is, or has been during the five years preceding the merger, a United States real property holding corporation for U.S. federal income tax purposes.
|
Annual Report on Form 10-K
|
| |
For the fiscal year ended December 31, 2020, filed with the SEC on March 11, 2021.
|
|
| |
|
Quarterly Reports on Form 10-Q
|
| |
For the quarter ended September 30, 2020, filed with the SEC on November 4, 2020, and for the quarter ended June 30, 2020, filed with the SEC on May 6, 2020.
|
|
| |
|
Current Reports on Form 8-K
|
| |
Filed with the SEC on February 16, 2021, January 4, 2021, June 12, 2020, May 14, 2020, May 5, 2020, and April 14, 2020.
|
|
| |
|
Definitive Proxy Statement
|
| |
Filed with the SEC on April 6, 2020, and amended on April 21, 2020.
|
|
| |
|
| |
Page
|
|
| |
ARTICLE
DEFINITIONS AND TERMS
|
| |
|
|
| |
|
| |
|
| | | | |||
| | | | |||
|
| |
|
| |
|
|
| |
ARTICLE II
THE MERGER
|
| |
|
|
| |
|
| |
|
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
|
| |
|
| |
|
|
| |
ARTICLE III
EXCHANGE OF CERTIFICATES
|
| |
|
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
|
| |
|
| |
|
|
| |
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
| |
|
|
| |
|
| |
|
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | |
|
| |
|
| |
Page
|
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
|
| |
|
| |
|
|
| |
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
|
| |
|
|
| |
|
| |
|
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
|
| |
|
| |
|
|
| |
ARTICLE VI
COVENANTS
|
| |
|
|
| |
|
| |
|
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
|
| |
|
| |
|
|
| |
ARTICLE VII
CONDITIONS TO CLOSING
|
| |
|
|
| |
|
| |
|
| | | | |||
| | | |
|
| |
|
| |
Page
|
| | | | |||
|
| |
|
| |
|
|
| |
ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER
|
| |
|
| | | | |||
| | | | |||
| | | | |||
|
| |
|
| |
|
|
| |
ARTICLE IX
GENERAL PROVISIONS
|
| |
|
|
| |
|
| |
|
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | | |||
| | | |
|
| |
EXHIBITS
|
| |
|
|
| |
|
| |
|
Exhibit A
|
| |
Surviving Corporation Articles of Incorporation
|
| |
|
Exhibit B
|
| |
Surviving Corporation Bylaws
|
| |
|
|
| |
|
| |
|
|
| |
SCHEDULES
|
| |
|
|
| |
|
| |
|
Schedule I
|
| |
Governmental Consents
|
| |
|
|
| |
|
| |
if to the Company, to
|
||||||
|
| |
|
| |
|
| |||||
|
| |
|
| |
|
| |
Protective Insurance Corporation
|
|||
|
| |
|
| |
|
| |
111 Congressional Blvd., Suite 500
|
|||
|
| |
|
| |
|
| |
Carmel, IN 46032
|
|||
|
| |
|
| |
|
| |
Email:
|
| |
swignall@protectiveinsurance.com
|
|
| |
|
| |
|
| |
Attention:
|
| |
General Counsel
|
|
| |
|
| |
|
| |
|
| ||
|
| |
|
| |
with a copy to (which shall not constitute notice):
|
||||||
|
| |
|
| |
|
| |
|
| ||
|
| |
|
| |
|
| |
Skadden, Arps, Slate, Meagher & Flom LLP
|
|||
|
| |
|
| |
|
| |
One Manhattan West,
|
|||
|
| |
|
| |
|
| |
New York, New York 10001
|
|||
|
| |
|
| |
|
| |
Email:
|
| |
todd.freed@skadden.com
|
|
| |
|
| |
|
| |
Attention:
|
| |
Todd E. Freed
|
|
| |
THE PROGRESSIVE CORPORATION
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Daniel P. Mascaro
|
|
| |
|
| |
Name: Daniel P. Mascaro
|
|
| |
|
| |
Title: Vice President & Secretary
|
|
| |
CARNATION MERGER SUB INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Daniel P. Mascaro
|
|
| |
|
| |
Name: Daniel P. Mascaro
|
|
| |
|
| |
Title: Vice President
|
|
| |
PROTECTIVE INSURANCE COMPANY
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Jeremy D. Edgecliffe-Johnson
|
|
| |
|
| |
Name: Jeremy D. Edgecliffe-Johnson
|
|
| |
|
| |
Title: Chief Executive Officer
|
|
| |
(i)
|
| |
if to Parent to:
|
| ||
|
| |
|
| |
|
| ||
|
| |
|
| |
The Progressive Corporation
|
|||
|
| |
|
| |
6300 Wilson Mills Road
|
|||
|
| |
|
| |
Mayfield Village, Ohio 44143
|
|||
|
| |
|
| |
Email: secretary@progressive.com
|
|||
|
| |
|
| |
Attention: Chief Legal Officer
|
|
| |
with a copy to (which shall not constitute notice):
|
| ||||||||
|
| |
|
| |
|
| |
|
| ||
|
| |
|
| |
Baker & Hostetler LLP
|
| |||||
|
| |
|
| |
Key Tower, 127 Public Square, Suite 2000
|
| |||||
|
| |
|
| |
Cleveland, Ohio 44114
|
| |||||
|
| |
|
| |
Email: jgherlein@bakerlaw.com
|
| |||||
|
| |
|
| |
Attention: John M. Gherlein
|
| |||||
|
| |
|
| |
Email: jharrington@bakerlaw.com
|
| |||||
|
| |
|
| |
Attention: John J. Harrington
|
| |||||
|
| |
|
| |
|
| |
|
| ||
|
| |
(ii) if to a Shareholder, to the address set forth across such Shareholder’s name on Schedule I.
|
| ||||||||
|
| |
|
| |
|
| |
|
| ||
|
| |
(iii) if to Company to:
|
| ||||||||
|
| |
|
| |
Protective Insurance Corporation
|
||||||
|
| |
|
| |
111 Congressional Blvd., Suite 500
|
||||||
|
| |
|
| |
Carmel, IN 46032
|
||||||
|
| |
|
| |
Email: swignall@protectiveinsurance.com
|
| |||||
|
| |
|
| |
Attention: General Counsel
|
| |||||
|
| |
|
| |
|
| |||||
|
| |
with a copy to (which shall not constitute notice):
|
| ||||||||
|
| |
|
| |
|
| |
|
| ||
|
| |
|
| |
Skadden, Arps, Slate, Meagher & Flom LLP
|
| |||||
|
| |
|
| |
One Manhattan West,
|
| |||||
|
| |
|
| |
New York, New York 10001
|
| |||||
|
| |
|
| |
Email:todd.freed@skadden.com
|
| |||||
|
| |
|
| |
Attention:Todd E. Freed
|
|
|
| |
THE PROGRESSIVE CORPORATION
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Daniel P. Mascaro
|
|
| |
|
| |
Name: Daniel P. Mascaro
|
|
| |
|
| |
Title: Vice President & Secretary
|
|
| |
PROTECTIVE INSURANCE CORPORATION
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Jeremy D. Edgecliffe-Johnson
|
|
| |
|
| |
Name: Jeremy D. Edgecliffe-Johnson
|
|
| |
|
| |
Title: Chief Executive Officer
|
|
| |
SHAPIRO FAMILY INVESTMENT
PARTNERSHIP – NATHAN SHARE
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Stephen Gray
|
|
| |
Name:
|
| |
Stephen Gray, not individually, but
solely as Trustee of each of its
general partners
|
|
| |
Title:
|
| |
Trustee of each of its general partners
|
|
| |
NATHAN SHAPIRO REVOCABLE
TRUST DATED 10/7/87
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Lesley Beider Stillman
|
|
| |
Name:
|
| |
Lesley Beider Stillman, not individually, but solely as Co-Trustee
|
|
| |
Title:
|
| |
Co-Trustee
|
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Randy L. Shapiro
|
|
| |
Name:
|
| |
Randy Shapiro, not individually, but solely as Co-Trustee
|
|
| |
Title:
|
| |
Co-Trustee
|
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Daniel Shapiro
|
|
| |
Name:
|
| |
Daniel Shapiro, not individually, but solely as Co-Trustee
|
|
| |
Title:
|
| |
Co-Trustee
|
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Steven A. Shapiro
|
|
| |
Name:
|
| |
Steven A. Shapiro, not individually, but solely as Co-Trustee
|
|
| |
Title:
|
| |
Co-Trustee
|
|
| |
NS (FLORIDA) ASSOCIATES INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Nathan Shapiro
|
|
| |
Name:
|
| |
Nathan Shapiro
|
|
| |
Title:
|
| |
Director and President
|
|
| |
|
| |
|
|
| |
/s/ Daniel Shapiro
|
|||
|
| |
Daniel Shapiro
|
|||
|
| |
|
| |
|
|
| |
/s/ Emily Shapiro
|
|||
|
| |
Emily Rita Shapiro
|
|||
|
| |
|
| |
|
|
| |
STEVEN A. SHAPIRO C/F JACKSON HENRY SHAPIRO UGTMAIL
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Steven A. Shapiro
|
|
| |
Name:
|
| |
Steven A. Shapiro
|
|
| |
|
| |
|
|
| |
STEVE SHAPIRO C/F JORDYN REESE SHAPIRO UTMA/IL
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Steven A. Shapiro
|
|
| |
Name:
|
| |
Steven A. Shapiro
|
|
| |
|
| |
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NEW HORIZON (FLORIDA) ENTERPRISES INC.
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By:
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/s/ Nathan Shapiro
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Name:
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Nathan Shapiro
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Title:
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Director and President
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DANIEL M. SHAPIRO C/F NICK E. SHAPIRO UTMA/IL
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By:
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/s/ Daniel Shapiro
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Name:
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Daniel Shapiro
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/s/ Steven A. Shapiro
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Steven A. Shapiro
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ILLINOIS DIVERSIFIED COMPANY, LLC
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By:
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/s/ Steven A. Shapiro
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Name:
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Steven A. Shapiro
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Title:
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Manager
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By:
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/s/ Daniel Shapiro
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Name:
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Daniel Shapiro
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Title:
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Manager
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NORTON SHAPIRO REVOCABLE TRUST
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By:
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/s/ Richard Horwood
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Name:
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Richard Horwood
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Title:
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Trustee
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NORTON SHAPIRO 2008 TRUST
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By:
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/s/ Richard Horwood
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Name:
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Richard Horwood
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Title:
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Co-Trustee
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By:
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/s/ Cheryl Kreiter
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Name:
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Cheryl Kreiter
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Title:
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Co-Trustee
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NORTON SHAPIRO FAMILY LLC
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By:
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NS Family Trust #1
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Its:
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Manager
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By:
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/s/ Richard Horwood
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Name:
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Richard Horwood, not individually, but solely as Trustee of the NS Family Trust #1
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Title:
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Trustee
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NSF INVESTMENT PARTNERSHIP
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By:
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/s/ Richard Horwood
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Name:
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Richard Horwood, not individually, but solely as Trustee of each of its general partners
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Title:
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Trustee of each of its general partners
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/s/ Nathan Shapiro
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Nathan Shapiro
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Shareholder
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Address for Notices
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Shapiro Family Investment Partnership – Nathan
Share, an Illinois general partnership
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Shapiro Family Investment Partnership -
Nathan Share
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
Attn: Steven Shapiro and DeeDee
Silverstein
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Nathan Shapiro Revocable Trust Dated 10/7/87
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Nathan Shapiro Revocable Trust Dated
10/7/87
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
Attn: Steven Shapiro and DeeDee
Silverstein
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NS (Florida) Associates Inc., a Florida corporation
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NS (Florida) Associates Inc.
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
Attn: Steven Shapiro and DeeDee
Silverstein
|
Daniel Shapiro
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Daniel Shapiro
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
Attn: Steven Shapiro and DeeDee
Silverstein
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Emily Rita Shapiro
|
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Emily Rita Shapiro
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
Attn: Steven Shapiro and DeeDee
Silverstein
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Steven A. Shapiro C/F Jackson Henry Shapiro UGTMAIL
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Steven A. Shapiro C/F Jackson Henry
Shapiro UGTMAIL
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
Attn: Steven Shapiro and DeeDee
Silverstein
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Steve Shapiro C/F Jordyn Reese Shapiro UTMA/IL
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Steve Shapiro C/F Jordyn Reese
Shapiro UTMA/IL
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
Attn: Steven Shapiro and DeeDee
Silverstein
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New Horizon (Florida) Enterprises Inc., a Florida corporation
|
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New Horizon (Florida) Enterprises Inc.
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
Attn: Steven Shapiro and DeeDee
Silverstein
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Shareholder
|
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Address for Notices
|
Daniel M. Shapiro C/F Nick E. Shapiro UTMA/IL
|
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Daniel M. Shapiro C/F Nick E. Shapiro
UTMA/IL
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
Attn: Steven Shapiro and DeeDee
Silverstein
|
Steven A. Shapiro
|
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Steven A. Shapiro
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
Attn: Steven Shapiro and DeeDee
Silverstein
|
Illinois Diversified Company, LLC, an Illinois limited liability company
|
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Illinois Diversified Company, LLC
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
Attn: Steven Shapiro and DeeDee
Silverstein
|
Norton Shapiro Revocable Trust
|
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Norton Shapiro Revocable Trust
c/o Horwood Marcus & Berk
500 W. Madison St., #3700
Chicago, IL 60661
Attn: Richard Horwood
|
Norton Shapiro 2008 Trust
|
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Norton Shapiro 2008 Trust
c/o Horwood Marcus & Berk
500 W. Madison St., #3700
Chicago, IL 60661
Attn: Richard Horwood
and
Norton Shapiro 2008 Trust
c/o Cheryl Kreiter
1615. N. Wolcott, #401
Chicago, IL 60622
|
Norton Shapiro Family LLC, an Illinois limited liability company
|
| |
Norton Shapiro Family LLC
c/o Horwood Marcus & Berk
500 W. Madison St., #3700
Chicago, IL 60661
Attn: Richard Horwood
|
NSF Investment Partnership, an Illinois general partnership
|
| |
NSF Investment Partnership
c/o Horwood Marcus & Berk
500 W. Madison St., #3700
Chicago, IL 60661
Attn: Richard Horwood
|
Nathan Shapiro
|
| |
Nathan Shapiro
c/o SF Investments, Inc.
799 Central Ave., # 350
Highland Park, IL 60035
|
Beneficial Owner
|
| |
Number of Existing
Shareholder Shares
|
| |
Direct Beneficial
Ownership
|
Shapiro Family Investment Partnership – Nathan Share, an Illinois general partnership
|
| |
128,410 Class A Shares
|
| |
128,410 Class A Shares
|
Nathan Shapiro Revocable Trust Dated 10/7/87
|
| |
274,166 Class A Shares
|
| |
274,166 Class A Shares
|
NS (Florida) Associates Inc., a Florida corporation
|
| |
173,062 Class A Shares
|
| |
173,062 Class A Shares
|
Daniel Shapiro
|
| |
295,608 Class A Shares
|
| |
37 Class A Shares
|
Emily Rita Shapiro
|
| |
30 Class A Shares
|
| |
30 Class A Shares
|
Steven A. Shapiro C/F Jackson Henry Shapiro UGTMAIL
|
| |
30 Class A Shares
|
| |
30 Class A Shares
|
Steve Shapiro C/F Jordyn Reese Shapiro UTMA/IL
|
| |
10 Class A Shares
|
| |
10 Class A Shares
|
New Horizon (Florida) Enterprises Inc., a Florida corporation
|
| |
44,859 Class A Shares
|
| |
44,859 Class A Shares
|
Daniel M. Shapiro C/F Nick E. Shapiro UTMA/IL
|
| |
30 Class A Shares
|
| |
30 Class A Shares
|
Steven A. Shapiro
|
| |
317,916 Class A Shares
|
| |
22,335 Class A Shares
|
Illinois Diversified Company, LLC, an Illinois limited liability company
|
| |
21,375 Class A Shares
|
| |
21,375 Class A Shares
|
Norton Shapiro Revocable Trust
|
| |
3,277 Class A Shares
|
| |
3,277 Class A Shares
|
Norton Shapiro 2008 Trust
|
| |
116,019 Class A Shares
|
| |
116,019 Class A Shares
|
Norton Shapiro Family LLC, an Illinois limited liability company
|
| |
7,500 Class A Shares
|
| |
7,500 Class A Shares
|
NSF Investment Partnership, an Illinois general partnership
|
| |
128,424 Class A Shares
|
| |
128,424 Class A Shares
|
Nathan Shapiro
|
| |
217,921 Class A Shares
|
| |
0 Class A Shares
|
|
| |
TOTAL
|
| |
919,564 Class A Shares
|
1 Year Protective Insurance Chart |
1 Month Protective Insurance Chart |
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