National Western Life to be acquired by Prosperity Life Group affiliate for $1.9B in cash, $500/share

National Western Life Group, Inc.

Per-share Merger Consideration is $500.00 cash, 87.1% premium to unaffected Class A share price of $267.29 on May 16, 2023.
Total consideration approximately $1.9B, including settlement of outstanding equity awards.
Stockholders with ~29.7% voting power (incl. 99% of Class B) entered voting agreements to support the deal.
Closing expected H1 2024, subject to stockholder approval, antitrust clearance, and insurance regulatory approvals.
Financing from internal cash, Elliott capital commitment, and up to $310M debt; closing not conditioned on financing.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

National Western Life Group, Inc.: Added Delaware exclusive forum provision (Section 6.04) for internal corporate claims (effective 2023-10-08).

Change: bylaw amendment
Effective: 2023-10-08

Exact text from the filing

the only substantive change included in the Second Amended and Restated Bylaws was the addition of a Delaware exclusive forum provision in new Section 6.04.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

National Western Life Group, Inc. entered into Agreement and Plan of Merger with S. USA Life Insurance Company, Inc. and PHG Merger Inc. valued at approximately $1.9 billion (effective 2023-10-08).

Action: entry
Agreement: merger
Counterparty: S. USA Life Insurance Company, Inc. and PHG Merger Inc.
Value: approximately $1.9 billion
Effective: 2023-10-08

Exact text from the filing

e company domiciled in Arizona (“Buyer”), PHG Merger Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“ Merger Sub ”), and National Western Life Group, Inc., a Delaware corporation (the “ Company ” or “ National Western ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Buyer (the “ Merger ”).

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Source: SEC EDGAR

accession 0001635984-23-000036

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