--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-128023" form_type: "8-K" ticker: null cik: "0000355379" company_name: "MIDWEST HOLDING INC." filed_at: "2023-12-21T23:59:59+00:00" generated_at: "2026-06-07T09:31:47.398681+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Midwest Holding completes merger with Antarctica Capital affiliate; shareholders receive $27.00/share ## Summary - Merger closed on Dec 21, 2023; each share converted into $27.00 cash. - Company becomes wholly owned subsidiary of Midas Parent, LP, an affiliate of Antarctica Capital. - Board of directors replaced; former directors Georgette Nicholas, Mike Minnich, others ceased. - Credit agreement amended: maturity extended to Dec 20, 2026, pricing increased by 25 bps, covenant triggers lowered. - Company requested delisting from NASDAQ and intends to file Form 15 to suspend SEC reporting. ## SEC filing metadata - accession: 0001104659-23-128023 - form_type: 8-K - cik: 0000355379 - company_name: MIDWEST HOLDING INC. - filed_at: 2023-12-21T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/tm2333302d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-128023 - JSON: https://secwatch.observer/filing/0001104659-23-128023.json - Plain text: https://secwatch.observer/filing/0001104659-23-128023.txt ## Key facts - Executive change Yadin Rozov departed as Director at MIDWEST HOLDING INC.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm - Executive change Firman Leung departed as Director at MIDWEST HOLDING INC.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm - Executive change Georgette Nicholas departed as Director at MIDWEST HOLDING INC.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm - Executive change Diane Davis departed as Director at MIDWEST HOLDING INC.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm - Executive change Mike Minnich departed as Director at MIDWEST HOLDING INC.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm - Executive change Nancy Callahan departed as Director at MIDWEST HOLDING INC.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm - Executive change Kevin Sheehan departed as Director at MIDWEST HOLDING INC.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm - Executive change John Hompe departed as Director at MIDWEST HOLDING INC.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm - Governance Changes MIDWEST HOLDING INC.: Amended and restated certificate of incorporation in connection with merger. - Change: charter amendment source text: the Company’s certificate of incorporation and bylaws as in effect immediately prior to the Merger were each amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm - M&A Transactions MIDWEST HOLDING INC. underwent a change of control involving Midas Parent, LP for $27.00 per share in cash (closed 2023-12-21). - Action: change of control - Counterparty: Midas Parent, LP - Consideration: $27.00 per share in cash - Closing: 2023-12-21 source text: exercise appraisal rights under Delaware law (" Dissenting Shares ”)), outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive $27.00 per share in cash, without interest (the “ Merger Consideration ”). Further, pursuant to the Merger Agreement: (i) At the Effective Time, each option to acquire shares of Company evidence_url: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm - Material Agreements MIDWEST HOLDING INC. amended First Amendment to Credit Agreement with Royal Bank of Canada valued at Extended maturity date to December 20, 2026; increased pricing by 25 basis points; lowered minimum r (effective 2023-12-21). - Action: amendment - Agreement: credit facility - Counterparty: Royal Bank of Canada - Value: Extended maturity date to December 20, 2026; increased pricing by 25 basis points; lowered minimum r - Effective: 2023-12-21 source text: On the Closing Date, the Company entered into that certain First Amendment to Credit Agreement (the “ First Amendment ”) by and among the Company, as Borrower, Midwest Intermediate HoldCo 2 LLC, as Holdings, each lender party thereto and Royal Bank of Canada, as Administrative Agent and Collateral Agent, which amends that certain Credit Agreement, dated as of November 22, 2022, by and among the Company, as Borrower, the lenders from time to time party thereto, Royal Bank of Canada, as Administrative Agent and Collateral Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date, the “ Original Credit Agreement ”; the Original Credit Agreement as amended by the First Amendment, the “ Amended Credit Agreement ”) to, among other things, permit the Merger, extend the maturity date of the commitments by three years to December 20, 2026 and increase pricing by 25 basis points. evidence_url: https://www.sec.gov/Archives/edgar/data/355379/000110465923128023/0001104659-23-128023-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.