8-K
filed June 28, 2024, 7:59 PM ET
CIK 0001575434
M&A
confidence high
sentiment neutral
materiality 1.00
Vericity, Inc.: M&A transaction — iA Financial completes ~$170M acquisition of Vericity at $11.43/share, delisting VERY
Vericity, Inc.
- All-cash deal valued at ~$170M; stockholders received $11.43 per share.
- Vericity common stock delisted from Nasdaq; company will deregister with SEC.
- Seven prior directors replaced; new board includes Denis Ricard, Michael L. Stickney.
- Vericity now wholly-owned by IA American Holdings (iA Financial); J.C. Flowers exits.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Eric Rahe departed as director at Vericity, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
each of the seven directors of the Company prior to consummation of the Merger (Eric Rahe, Richard A. Hemmings, James E. Hohmann, Neil Ashe, Calvin Dong, Scott Perry and Laura R. Zimmerman) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Sean O'Brien was appointed as director at Vericity, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
the directors of Merger Sub in office immediately prior to consummation of the Merger (Denis Ricard, Michael L. Stickney, Joe W. Dunlap, Sean O'Brien and James E. Hohmann) became the directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Richard A. Hemmings departed as director at Vericity, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
each of the seven directors of the Company prior to consummation of the Merger (Eric Rahe, Richard A. Hemmings, James E. Hohmann, Neil Ashe, Calvin Dong, Scott Perry and Laura R. Zimmerman) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
James E. Hohmann was appointed as director at Vericity, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
the directors of Merger Sub in office immediately prior to consummation of the Merger (Denis Ricard, Michael L. Stickney, Joe W. Dunlap, Sean O'Brien and James E. Hohmann) became the directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Joe W. Dunlap was appointed as director at Vericity, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
the directors of Merger Sub in office immediately prior to consummation of the Merger (Denis Ricard, Michael L. Stickney, Joe W. Dunlap, Sean O'Brien and James E. Hohmann) became the directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
James E. Hohmann departed as director at Vericity, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
each of the seven directors of the Company prior to consummation of the Merger (Eric Rahe, Richard A. Hemmings, James E. Hohmann, Neil Ashe, Calvin Dong, Scott Perry and Laura R. Zimmerman) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Michael L. Stickney was appointed as director at Vericity, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
the directors of Merger Sub in office immediately prior to consummation of the Merger (Denis Ricard, Michael L. Stickney, Joe W. Dunlap, Sean O'Brien and James E. Hohmann) became the directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Laura R. Zimmerman departed as director at Vericity, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
each of the seven directors of the Company prior to consummation of the Merger (Eric Rahe, Richard A. Hemmings, James E. Hohmann, Neil Ashe, Calvin Dong, Scott Perry and Laura R. Zimmerman) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Denis Ricard was appointed as director at Vericity, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
the directors of Merger Sub in office immediately prior to consummation of the Merger (Denis Ricard, Michael L. Stickney, Joe W. Dunlap, Sean O'Brien and James E. Hohmann) became the directors of the Company at the Effective Time
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Calvin Dong departed as director at Vericity, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
each of the seven directors of the Company prior to consummation of the Merger (Eric Rahe, Richard A. Hemmings, James E. Hohmann, Neil Ashe, Calvin Dong, Scott Perry and Laura R. Zimmerman) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Neil Ashe departed as director at Vericity, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
each of the seven directors of the Company prior to consummation of the Merger (Eric Rahe, Richard A. Hemmings, James E. Hohmann, Neil Ashe, Calvin Dong, Scott Perry and Laura R. Zimmerman) ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Scott Perry departed as director at Vericity, Inc..
- Action
- ceased to be director
- Role
- director
Exact text from the filing
each of the seven directors of the Company prior to consummation of the Merger (Eric Rahe, Richard A. Hemmings, James E. Hohmann, Neil Ashe, Calvin Dong, Scott Perry and Laura R. Zimmerman) ceased to be directors of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.99
Vericity, Inc. underwent a change of control involving iA American Holdings Inc. for $11.43 per share in cash, valued at approximately $170 million (closed 2024-06-28).
- Action
- change of control
- Counterparty
- iA American Holdings Inc.
- Consideration
- $11.43 per share in cash, valued at approximately $170 million
- Closing
- 2024-06-28
Exact text from the filing
rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) was, at the Effective Time, automatically converted into the right to receive $11.43 in cash, without interest and subject to applicable withholding taxes (the “ Merger Consideration ”). The foregoing description of the Merger Agreement and the Merger does not
View on SEC.gov
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