On December 15, 2022, Trean Insurance Group, Inc., a Delaware corporation (the Company), and Altaris Partners, LLC, a Delaware
limited liability company (Altaris), issued a joint press release announcing the execution of an Agreement and Plan of Merger (the Merger Agreement), dated December 15, 2022, by and among the Company, Treadstone Parent
Inc., a Delaware corporation (Parent), and Treadstone Merger Sub Inc., a Delaware corporation (Merger Sub), providing for the acquisition of the Company by funds managed by Altaris, subject to the terms and conditions set
forth therein (the Merger). Parent and Merger Sub are indirectly owned by investment funds managed by Altaris.
A copy of the
press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information required to be reported on Form 8-K with respect to the Merger Agreement will be filed in a separate
Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains and the Companys other filings and press
releases may contain forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding the Companys expectations, intentions or strategies regarding the future. In
some cases, you can identify forward-looking statements by the following words: may, will, could, would, should, expect, intend, plan,
anticipate, believe, estimate, predict, project, aim, potential, continue, ongoing, goal, can, seek,
target, or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on managements beliefs, as well as assumptions made
by, and information currently available to, the Company. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are
subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect the Companys business and the price of the
Companys common stock; (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the Merger Agreement by the Companys stockholders and the receipt of certain
regulatory approvals; (iii) the occurrence of any event, change, or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee;
(iv) the effect of the announcement or pendency of the proposed transaction on the Companys business relationships, operating results, and business generally; (v) risks that the proposed transaction disrupts the Companys
current plans and operations; (vi) the Companys ability to retain and hire key personnel in light of the proposed transaction; (vii) risks related to diverting managements attention from the Companys ongoing business
operations; (viii) unexpected costs, charges, or expenses resulting from the proposed transaction; (ix) potential litigation relating to the Merger that could be instituted against Altaris, the Company, or their respective directors, managers,
or officers, including the effects of any outcomes related thereto; (x) certain restrictions during the pendency of the Merger that may impact the Companys ability to pursue certain business opportunities or strategic transactions;
(xi) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, war or hostilities, or pandemics, including the COVID-19 pandemic, as well as
managements response to any of the aforementioned factors; (xii) other risks described in the Companys filings with the Securities and Exchange Commission (SEC), such risks and uncertainties described under the headings
Forward-Looking Statements, Risk Factors, and other sections of the Companys Annual Report on Form 10-K filed with the SEC on March 16, 2022 and subsequent
filings; and (xiii) those risks and uncertainties that will be described in the proxy statement that will be filed with the SEC (if and when it becomes available) from the sources indicated below, including any considerations taken into account
by the Special Committee and the Board of Directors in approving the merger agreement and recommending to the Companys stockholders that they adopt and approve the merger agreement. While the list of risks and uncertainties presented here is,
and the discussion of risks and uncertainties to be presented in the proxy statement will be, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors
may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the Merger and/or the Companys consolidated financial
condition, results of operations, or liquidity. The forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future
events, or otherwise.