8-K
filed April 21, 2023, 7:59 PM ET
CIK 0001801754
M&A
confidence high
sentiment neutral
materiality 0.95
Trean Insurance Group, Inc.: M&A transaction — Altaris completes acquisition of Trean Insurance Group for $6.15 per share in cash
Trean Insurance Group, Inc.
- Merger closed April 21, 2023; each share of common stock converted to $6.15 cash.
- Total cash consideration approximately $148.8 million, funded by Altaris equity and company cash.
- Trean's common stock ceased trading and will be delisted from Nasdaq.
- Board changes: Mary Chaput, Philip Smith, Randall Jones, Terry Mayotte resigned; Nicholas Fulco appointed.
- Julie Baron remains President and CEO; Andrew O'Brien remains Executive Chairman.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Randall D. Jones departed as Director at Trean Insurance Group, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Mary A. Chaput, Philip I. Smith, Randall D. Jones and Terry P. Mayotte ceased serving as members of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary A. Chaput departed as Director at Trean Insurance Group, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Mary A. Chaput, Philip I. Smith, Randall D. Jones and Terry P. Mayotte ceased serving as members of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Terry P. Mayotte departed as Director at Trean Insurance Group, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Mary A. Chaput, Philip I. Smith, Randall D. Jones and Terry P. Mayotte ceased serving as members of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicholas Fulco was appointed as Director at Trean Insurance Group, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Nicholas Fulco was appointed as a member of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Philip I. Smith departed as Director at Trean Insurance Group, Inc..
- Action
- ceased serving
- Role
- Director
Exact text from the filing
Mary A. Chaput, Philip I. Smith, Randall D. Jones and Terry P. Mayotte ceased serving as members of the Company’s board of directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Trean Insurance Group, Inc.: Amended and restated the certificate of incorporation in its entirety.
- Change
- charter amendment
Exact text from the filing
At the effective time of the Merger on April 21 , 2023, the Amended and Restated Certificate of Incorporation of the Company, was amended and restated in its entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Trean Insurance Group, Inc.: Amended and restated the bylaws in their entirety.
- Change
- bylaw amendment
Exact text from the filing
In addition, in connection with the Merger, the Amended and Restated By-laws of the Company, were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Trean Insurance Group, Inc. underwent a change of control involving Altaris, LLC for $6.15 per share in cash (closed 2023-04-21).
- Action
- change of control
- Counterparty
- Altaris, LLC
- Consideration
- $6.15 per share in cash
- Closing
- 2023-04-21
Exact text from the filing
common stock, par value $0.01 per share (the “Common Stock”), subject to certain exceptions, was automatically converted into the right to receive an amount in cash equal to $6.15 per share, without interest, pursuant to the Merger Agreement. A description of the consideration payable to holders of the Company’s options, restricted stock units, performance
View on SEC.gov
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