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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 26, 2023
Midwest
Holding Inc.
(Exact name of Registrant as Specified in Its
Charter)
| delaware |
|
001-39812 |
|
020-0362426 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
2900
South 70th Street, Suite 400
Lincoln,
Nebraska 68506
(Address of principal executive offices) (Zip
Code)
(402)
817-5701
(Registrant’s telephone number, including
area code)
| |
Not
Applicable |
|
| |
(Former Name or
Former Address, if Changed Since Last Report) |
|
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of
each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Voting
Common Stock, $0.001 par value |
MDWT |
NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 26, 2023, Midwest Holding Inc., a
Delaware corporation (the “Company” or “Midwest”), held a special meeting (the “Special Meeting”)
of stockholders via live webcast to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”),
dated as of April 30, 2023, by and among the Company, Midas Parent, LP, a Delaware limited partnership (“Parent”) and
an affiliate of Antarctica Capital, LLC, an international investment firm (“Antarctica”), and Midas Merger Acquisition Sub, Inc.,
a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject
to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation
and a wholly-owned subsidiary of Parent (the “Merger”).
As of May 31, 2023, the record date of the
Special Meeting (the “Record Date”), there were a total of 3,728,601 shares of common stock, par value $0.001 per share, of
the Company (“Common Stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 2,583,045 shares
of Common Stock were represented virtually or by proxy; therefore, a quorum was present.
Set forth below are the matters acted upon by
the Company’s stockholders at the Special Meeting, each of which was approved, as well as the final voting results of each such
matter.
| 1. | The proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”): |
| Votes For | |
Votes Against | |
Votes Abstained |
| 2,575,675 | |
641 | |
6,729 |
Approval of the Merger Agreement Proposal required
the affirmative vote of the holders of a majority of the shares of Common Stock that were issued and outstanding as of the close of business
on the Record Date.
| 2. | The proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become
payable to Midwest’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions
contemplated by the Merger Agreement (the “Compensation Proposal”): |
| Votes For | |
Votes Against | |
Votes Abstained |
| 2,505,387 | |
10,284 | |
67,374 |
Approval of the Compensation Proposal required
the affirmative vote of a majority of the votes properly cast for and against the Compensation Proposal.
| 3. | The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary
or appropriate, including to solicit additional proxies to approve the Merger Agreement Proposal if there are insufficient votes to approve
the Merger Agreement Proposal at the time of the Special Meeting (the “Adjournment Proposal”): |
| Votes For | |
Votes Against | |
Votes Abstained |
| 2,554,130 | |
22,173 | |
6,742 |
The Adjournment Proposal was deemed not necessary
because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.
Item 8.01 Other Events.
On July 26, 2023, the Company issued a press
release announcing the voting results of the Special Meeting. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this Current Report on Form 8-K:
Cautionary Statement Regarding Forward-Looking Statements
This communication and any
documents referred to in this communication contain certain forward-looking statements within the meaning of the federal securities laws
with respect to the proposed acquisition of the Company by an affiliate of Antarctica, including, but not limited to, statements regarding
the anticipated timing of the closing of the proposed transaction. These forward-looking statements generally are identified by the words
“may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “intend,” “target,” “contemplate,”
“project,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future
events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to:
(i) the risk that the proposed transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the
conditions to the consummation of the proposed transaction, including approval of the proposed transaction by the stockholders of the
Company and the receipt of necessary regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could
give rise to the termination of the proposed transaction, (iv) the effect of the announcement or pendency of the proposed transaction
on the Company’s business relationships, operating results, and business generally, including the termination of any business contracts,
(v) risks that the proposed transaction disrupts current plans and operations of the Company and potential difficulties in hiring
and retaining key personnel as a result of the proposed transaction, (vi) risks related to diverting management’s attention
from the Company’s ongoing business operations, (vii) risks that any announcements related to the proposed transaction could
have adverse effects on the Company’s stock price, credit ratings or operating results, (viii) the outcome of any legal proceedings
that may be instituted related to the Merger Agreement or the proposed transaction and (ix) the significant transactions costs that
the parties will incur in connection with the proposed transaction. The risks and uncertainties may be amplified by economic, market,
business or geopolitical conditions or competition, or changes in such conditions, negatively affecting the Company’s business,
operations and financial performance. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties that affect the Company’s business as described in the “Risk Factors” section
of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time
with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation to, and does
not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise,
unless required by law.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: July 26, 2023 |
MIDWEST HOLDING INC. |
| |
|
|
| |
By: |
/s/ Georgette C. Nicholas |
| |
|
Name: Georgette C. Nicholas |
| |
|
Title: Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Midwest Holding Inc. Shareholders
Approve Transaction with Antarctica Capital
LINCOLN, Neb. and NEW YORK –
July 26, 2023 /PRNewswire/ – Midwest Holding Inc. (“Midwest”) (NASDAQ: MDWT),
a technology-driven life and annuity platform, today announced that at a special meeting of stockholders (“the Special Meeting”)
held earlier today, its shareholders approved the previously announced merger agreement whereby an affiliate of international investment
firm Antarctica Capital will acquire Midwest for $27.00 per share in cash.
According to final results from the Special Meeting, approximately
69% of the outstanding shares voted in favor of the transaction, representing more than 99%
of the votes cast. Midwest will file the final, certified voting results with the U.S. Securities and Exchange Commission on a Form 8-K.
The transaction is expected to close in the second half of 2023, subject
to certain customary closing conditions, including the receipt of remaining insurance regulatory approvals.
About Midwest Holding Inc.
Midwest Holding Inc. is a technology-enabled,
services-oriented annuity platform. Midwest designs and develops in-demand annuity products that are distributed through independent
distribution channels to a large and growing demographic of U.S. retirees. Midwest originates, manages, and typically transfers these
annuities through reinsurance arrangements to asset managers and other third-party investors. Midwest also provides the operational and
regulatory infrastructure and expertise to enable asset managers and third-party investors to form and manage their own reinsurance capital
vehicles. For more information, please visit www.midwestholding.com
About Antarctica Capital
Antarctica Capital is an international
investment firm headquartered in New York with assets under management of approximately $1.5 billion as of December 31, 2022.
Antarctica Capital is a registered investment advisor and is dedicated to investments in private markets and real assets and the establishment
of long-term capital vehicles to leverage this investment focus. Antarctica Capital's investment approach is active ownership with an
inherent focus on sustainability and providing more than capital to develop companies. The firm has an absolute return focus, which leads
the firm to rigorously evaluate and build conviction around idiosyncratic investment opportunities and build value through the implementation
of its investment strategies, such as SIGA®, SARO® and SEREY™. For more information visit https://antarcticacapital.com/.
Contacts
Midwest Holding
Investors: ir@midwestholding.com
Media: press@midwestholding.com
or Paul Caminiti / Nicholas Leasure, Reevemark, 212-433-4600
Antarctica Capital
Media: info@antarcticacapital.com
Cautionary Statement Regarding Forward-Looking Statements
This communication and any documents referred to in this communication
contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed acquisition
of Midwest Holding Inc. (the “Company”) by an affiliate of Antarctica Capital, LLC, including, but not limited to, statements
regarding the anticipated timing of the closing of the proposed transaction. These forward-looking statements generally are identified
by the words “may,” “will,” “should,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “intend,” “target,”
“contemplate,” “project,” and similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication,
including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, (ii) the
failure to satisfy the conditions to the consummation of the proposed transaction, including approval of the proposed transaction by
the stockholders of the Company and the receipt of necessary regulatory approvals, (iii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the proposed transaction, (iv) the effect of the announcement or pendency
of the proposed transaction on the Company’s business relationships, operating results, and business generally, including the termination
of any business contracts, (v) risks that the proposed transaction disrupts current plans and operations of the Company and potential
difficulties in hiring and retaining key personnel as a result of the proposed transaction, (vi) risks related to diverting management’s
attention from the Company’s ongoing business operations, (vii) risks that any announcements related to the proposed transaction
could have adverse effects on the Company’s stock price, credit ratings or operating results, (viii) the outcome of any legal
proceedings that may be instituted related to the Merger Agreement or the proposed transaction and (ix) the significant transactions
costs that the parties will incur in connection with the proposed transaction. The risks and uncertainties may be amplified by economic,
market, business or geopolitical conditions or competition, or changes in such conditions, negatively affecting the Company’s business,
operations and financial performance. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties that affect the Company’s business as described in the “Risk Factors” section
of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time
with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation to, and does
not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise,
unless required by law.
SOURCE Midwest Holding Inc.
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