Washington, D.C. 20549
(Amendment No. 1)
Midwest Holding Inc.
Jesús H. Payán
Crestline Management, L.P.
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f), or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).
(1) See Items 4 and 5 of this Schedule 13D for agreements among and the beneficial ownership of a potential Section 13(d) group formed among the Reporting Persons (as defined below) and the Vespoint Persons (as defined in
Item 2 of this Schedule 13D). See Item 5 for discussion of shares of Voting Common Stock of Midwest Holding Inc. (the “Issuer”) received upon the vesting of restricted stock units granted by the Issuer to Mr. Bratton in respect of his service on the
Issuer’s Board of Directors (the “Board”).
(2) Based on 3,727,976 shares of Voting Common Stock of the Issuer outstanding as of April 12, 2023, as reported in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on April 24, 2023.
(1) See Items 4 and 5 of this Schedule 13D for agreements among and the beneficial ownership of a potential Section 13(d) group formed among the Reporting Persons (as defined below) and the Vespoint Persons (as defined in
Item 2 of this Schedule 13D). See Item 5 for discussion of shares of Voting Common Stock of the Issuer received upon the vesting of restricted stock units granted by the Issuer to Mr. Bratton in respect of his service on the Issuer’s Board.
(2) Based on 3,727,976 shares of Voting Common Stock of the Issuer outstanding as of April 12, 2023, as reported in the Issuer’s Proxy Statement filed with the SEC on April 24, 2023.
(1) See Items 4 and 5 of this Schedule 13D for agreements among and the beneficial ownership of a potential Section 13(d) group formed among the Reporting Persons (as defined below) and the Vespoint Persons (as defined in
Item 2 of this Schedule 13D). See Item 5 for discussion of shares of Voting Common Stock of the Issuer received upon the vesting of restricted stock units granted by the Issuer to Mr. Bratton in respect of his service on the Issuer’s Board.
(2) Based on 3,727,976 shares of Voting Common Stock of the Issuer outstanding as of April 12, 2023, as reported in the Issuer’s Proxy Statement filed with the SEC on April 24, 2023.
(1) See Items 4 and 5 of this Schedule 13D for agreements among and the beneficial ownership of a potential Section 13(d) group formed among the Reporting Persons (as defined below) and the Vespoint Persons (as defined in
Item 2 of this Schedule 13D). See Item 5 for discussion of shares of Voting Common Stock of the Issuer received upon the vesting of restricted stock units granted by the Issuer to Mr. Bratton in respect of his service on the Issuer’s Board.
(2) Based on 3,727,976 shares of Voting Common Stock of the Issuer outstanding as of April 12, 2023, as reported in the Issuer’s Proxy Statement filed with the SEC on April 24, 2023.
AMENDMENT NO. 1 TO SCHEDULE 13D
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Crestline Assurance Holdings LLC (“Crestline Assurance”), Crestline Management,
L.P. (“Crestline Management”), Crestline Investors, Inc., (“Crestline”), and Douglas K. Bratton (collectively, the “Reporting Persons”), on May 4, 2020. This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in
all other items, as applicable.
ITEM 2.
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IDENTITY AND BACKGROUND
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Item 2 of Schedule 13D is amended as follows:
(c) Douglas K. Bratton is the Manager of Crestline Assurance and Crestline Management holds all voting membership interests of Crestline Assurance.
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
Douglas K. Bratton no longer serves as a director on the Issuer’s Board of Directors (the “Board”) and Crestline Assurance currently does not have a representative serving on the Board or a Board observer representative.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
Voting Agreement
On April 30, 2023, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Midas Parent, LP (“Parent”) and an affiliate of Antarctica Capital, LLC, and Midas Merger
Acquisition Sub, Inc., a wholly owned subsidiary of Parent, pursuant to which Merger Sub will merge with and into the Issuer and whereupon Merger Sub will cease to exist and the Issuer will be the surviving corporation in the Merger and will continue
as a wholly-owned subsidiary of Parent (the “Merger”). As a result of the Merger, at the effective time of the Merger (the “Effective Time”), each outstanding share of Common Stock of the Issuer (other than (i) Common Stock held by Parent or the
Issuer or any of their respective wholly owned subsidiaries, and (ii) any shares of Common Stock held by shareholders who properly exercise appraisal rights under Delaware law), outstanding immediately prior to the Effective Time, will be converted
into the right to receive $27.00 per share in cash, without interest.
In connection with the Merger Agreement, Crestline Assurance entered into a voting agreement (the “Voting Agreement”) with Parent pursuant to which,
among other things, Crestline agreed to vote its shares of Common Stock representing approximately 9.9% of the shares of Common Stock outstanding in favor of the approval and adoption of the Merger, the Merger Agreement or any related action
reasonably required in furtherance thereof, and any other matter recommended by the Board relating to and consistent with the transactions contemplated by the Merger Agreement and against any acquisition proposal or any action that would reasonably
be expected to prevent, materially delay or materially impair the consummation of the Merger or the transactions contemplated by the Merger Agreement. Further, Crestline Assurance agreed, except as provided in the Voting Agreement, not to sell,
transfer, assign, pledge, encumber, hypothecate or otherwise dispose of any of the shares of Common Stock subject to the Voting Agreement other than pursuant to the Merger; provided that Crestline Assurance will be permitted to transfer such shares
to its affiliates or its direct or indirect members, partners or shareholders if such transferees agree to be bound by all of the terms of the Voting Agreement. In addition, Crestline Assurance granted Parent a proxy to vote or cause to be voted
the shares of Common Stock subject to the Voting Agreement if Crestline Assurance has not delivered a duly executed proxy card to the Issuer directing the shares to be voted in accordance with the terms of the Voting Agreement prior to the Issuer’s
stockholder meeting at which the transactions pursuant to the Merger Agreement are to be considered
Pursuant to the Voting Agreement, Crestline assurance consented to the termination of the Stockholders Agreement, dated April 24, 2020, by and among
the Issuer, Crestline Assurance, Xenith Holdings LLC, Vespoint LLC, Michael Minnich, and A. Michael Salem, effective upon and contingent upon the closing of the transactions contemplated by the Merger Agreement. The Voting Agreement terminates upon
the first to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) with the mutual agreement of the parties to the Voting Agreement or (iv) any amendment to the Merger Agreement that
decreases the amount of, or changes the form of, the merger consideration or increases the liabilities or obligations of Crestline Assurance without the consent of Crestline Assurance, upon written notice by Crestline Assurance to Parent within ten
business days of such amendment.
The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, which is filed as Exhibit D to this Schedule 13D and is incorporated herein by
reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.