Item 1.01 Entry into a Material Definitive Material Agreement
On
A copy of the Third Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01. The foregoing description of the Third Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Supplemental Indenture.
Item 1.02 Termination of a Material Definitive Agreement
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each issued and outstanding common share, par value
At the Effective Time, (i) each outstanding option to purchase a Common Share (collectively, the "Company Options"), regardless of whether vested or unvested, was cancelled and converted into the right to receive the Merger Consideration, plus the amount of the Special Pre-Closing Dividend, minus the exercise price per Common Share underlying such option and (ii) each restricted stock unit with respect to a Common Share which was outstanding as of the date the Merger Agreement (collectively, the "Company RSUs"), regardless of whether vested or unvested, was cancelled and converted into the right to receive the Merger Consideration, plus the amount of the Special Pre-Closing Dividend.
A copy of the Merger Agreement is filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed on
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 3.01 by reference.
In connection with the consummation of the Merger, the Company notified NASDAQ
Global Select Market ("NASDAQ") of the completion of the Merger and requested
that trading in the Common Shares be suspended on NASDAQ prior to the opening of
trading
In addition, following the consummation of the Merger, the Company issued a
press release announcing its plan to (i) voluntarily redeem the following
securities: (a) all outstanding shares of 7.50% Non-Cumulative Preferred Stock,
Series A (par value
The Company intends to file with the
In connection with the deregistrations described above, on
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Items 1.01, 2.01 and 3.01 of this Current Report on Form 8-K is incorporated in this Item 3.03 by reference.
In connection with the completion of the Merger and at the Effective Time, holders of the Common Shares, the Company Options and the Company RSUs ceased to have any rights in connection with their holding of such securities (other than their right to receive the Merger Consideration and the Special Pre-Closing Dividend, or the amount thereof, as applicable, as described in Item 2.01 above) and accordingly, no longer have any interest in the Company's future earnings or growth.
Following the redemptions thereof, the holders of shares of Class A Preferred Stock and Class B Preferred Stock as well as the holders of the 2055 Notes will cease to have any rights in connection with their holding of such securities (other than their right to receive the redemption price therefor, calculated in accordance with the governing documents of such securities).
Item 5.01 Changes in Control of Registrant.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.
As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned indirect subsidiary of Allstate.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
The information set forth under Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated in this Item 5.02 by reference.
Effective (i) as of the Effective Time, each of Mr.
There are no arrangements or understandings between any of the Newly Appointed Directors, on the one hand, and any other persons, on the other hand, pursuant to which each was selected as a director of the Company. None of the Newly Appointed Directors has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Following the Effective Time, as previously approved by the Board of Directors
of the Company, the Company adopted an amendment (the "Amendment to Company
Charter") to the Second Amended and Restated Certificate of Incorporation of the
Company (the "Company Charter"), which such amendment was approved following the
Effective Time by
A copy of the Amendment to Company Charter is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03.
Pursuant to the terms of the Merger Agreement and the action of the Board of Directors of the Company, in accordance with the existing Amended and Restated Bylaws of the Company prior to the Effective Time, at the Effective Time, the bylaws of Merger Sub immediately prior to the Effective Time became the Second Amended and Restated Bylaws of the Company (except that all references in the bylaws of Merger Sub to its name were changed to instead refer to the name of the Company) (the "Company Bylaws") and will remain the bylaws of the Company until changed or amended as provided therein or pursuant to the provisions of the other organizational documents of the Company or applicable law.
A copy of the Company Bylaws is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03.
Item 8.01 Other Events
The information set forth under Item 3.01 of this Current Report on Form 8-K is incorporated in this Item 8.01 by reference.
Following the Effective Time, Allstate issued a press release announcing the consummation of the Merger. A copy of such press release is filed as Exhibit 99.2 to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following are filed herewith:
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJuly 7, 2020 , by and among The Allstate Corporation,Bluebird Acquisition Corp. andNational General Holdings Corp. * 3.1 Amendment No. 1 to the Second Amended and Restated Certificate of Incorporation ofNational General Holdings Corp. 3.2 Second Amended and Restated Bylaws ofNational General Holdings Corp. 4.1 Third Supplemental Indenture, dated as ofJanuary 4, 2021 , by and amongNational General Holdings Corp. , The Allstate Corporation andThe Bank of New York Mellon . 99.1 Press Release, issued byNational General Holdings Corp. onJanuary 4, 2021 . 99.2 Press Release, issued by The Allstate Corporation onJanuary 4, 2021 . 104 The Cover Page from the Company's Current Report on Form 8-K datedJanuary 4, 2021 , formatted in Inline XBRL. * Incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onJuly 8, 2020 .
Forward Looking Statements
This current report on Form 8-K contains "forward-looking statements" that are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements are based on the Company's
current expectations and beliefs concerning future developments and their
potential effects on the Company. Forward-looking statements can generally be
identified by the use of forward-looking terminology, such as "may," "will,"
"plan," "expect," "project," "intend," "estimate," "anticipate" and "believe" or
their variations or similar terminology. There can be no assurance that actual
developments will be those anticipated by the Company. Actual results may differ
materially from those expressed or implied in these statements as a result of
significant risks and uncertainties, including, but not limited to, the
occurrence of any event, change or other circumstances that could affect the
delistings, deregistrations and redemptions described herein. The
forward-looking statements contained in this current report on Form 8-K are made
only as of the date of this current report on Form 8-K. The Company undertakes
no obligation to publicly update any forward-looking statement except as may be
required by law. Additional information about these risks and uncertainties, as
well as others that may cause actual results to differ materially from those
projected is contained in the Company's filings with the
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