8-K
filed July 9, 2024, 7:59 PM ET
CIK 0001635984
M&A
confidence high
sentiment neutral
materiality 0.75
National Western Life Group, Inc.: M&A transaction — National Western Life acquired by Prosperity in $1.9B all-cash merger; shares get $500 each
National Western Life Group, Inc.
- SUSA acquired National Western for ~$1.9B; each share of NWLI common stock received $500 cash.
- Merger closed on July 9, 2024, after shareholder approval on Jan 8, 2024 and all regulatory approvals.
- All prior directors resigned; Nicholas von Moltke appointed CEO and President of the surviving company.
- NWLI Class A Common Stock will be delisted from Nasdaq; no 2024 annual meeting will be held.
- National Western Life Insurance subsidiary redomesticated from Colorado to Arizona.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen E. Glasgow departed as Director at National Western Life Group, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ross R. Moody was terminated as other_named_officer at National Western Life Group, Inc..
- Action
- terminated
Exact text from the filing
Effective as of the business day following the Effective Time, the employment of each of Ross R. Moody and Rey Perez will terminate
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Todd M. Wallace departed as Director at National Western Life Group, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicholas von Moltke was appointed as Chief Executive Officer and President at National Western Life Group, Inc..
- Action
- appointed
- Role
- Chief Executive Officer and President
Exact text from the filing
The officers appointed to the Company immediately following the Effective Time were Nicholas von Moltke, Chief Executive Officer and President, Ann-Kelley Winn, Secretary, Zachary Jones, Chief Financial Officer, and Drew Westall, Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Drew Westall was appointed as Treasurer at National Western Life Group, Inc..
- Action
- appointed
- Role
- Treasurer
Exact text from the filing
The officers appointed to the Company immediately following the Effective Time were Nicholas von Moltke, Chief Executive Officer and President, Ann-Kelley Winn, Secretary, Zachary Jones, Chief Financial Officer, and Drew Westall, Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ross R. Moody departed as Director at National Western Life Group, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles D. Sonny Milos departed as Director at National Western Life Group, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David S. Boone departed as Director at National Western Life Group, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nicholas von Moltke was appointed as Director at National Western Life Group, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The board of directors of the surviving corporation effective as of, and immediately following, the Effective Time, consisted of the members of the board of directors of Merger Sub immediately prior to the Effective Time, being Nicholas von Moltke (the “ New Director ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rey Perez was terminated as other_named_officer at National Western Life Group, Inc..
- Action
- terminated
Exact text from the filing
Effective as of the business day following the Effective Time, the employment of each of Ross R. Moody and Rey Perez will terminate
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
E. Douglas McLeod departed as Director at National Western Life Group, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Thomas A. Blackwell departed as Director at National Western Life Group, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
E. Jere Pederson departed as Director at National Western Life Group, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Zachary Jones was appointed as Chief Financial Officer at National Western Life Group, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
The officers appointed to the Company immediately following the Effective Time were Nicholas von Moltke, Chief Executive Officer and President, Ann-Kelley Winn, Secretary, Zachary Jones, Chief Financial Officer, and Drew Westall, Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Frances A. Moody-Dahlberg departed as Director at National Western Life Group, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Effective as of the Effective Time, each member of the board of directors of the Company immediately prior to the Effective Time ceased to be a director of the Company and a member of any committee of the Company’s board of directors pursuant to the terms of the Merger Agreement. The members of the board of directors of the Company immediately prior to the Effective Time were Ross R. Moody, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, Charles D. Sonny Milos, Frances A. Moody-Dahlberg, E. Jere Pederson and Todd M. Wallace.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ann-Kelley Winn was appointed as Secretary at National Western Life Group, Inc..
- Action
- appointed
- Role
- Secretary
Exact text from the filing
The officers appointed to the Company immediately following the Effective Time were Nicholas von Moltke, Chief Executive Officer and President, Ann-Kelley Winn, Secretary, Zachary Jones, Chief Financial Officer, and Drew Westall, Treasurer.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 1.0
National Western Life Group, Inc. underwent a change of control involving S. USA Life Insurance Company, Inc. (SUSA), a company of the Prosperity Life Group for Total Merger Consideration is approximately $1.9 billion, with each share of Common Stock converted into the right to receive $500.00 per share in cash (closed 2024-07-09).
- Action
- change of control
- Counterparty
- S. USA Life Insurance Company, Inc. (SUSA), a company of the Prosperity Life Group
- Consideration
- Total Merger Consideration is approximately $1.9 billion, with each share of Common Stock converted into the right to receive $500.00 per share in cash
- Closing
- 2024-07-09
Exact text from the filing
time of the Merger (the “ Effective Time ”), each share of Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $500.00 per share, net in cash, without interest and less any amounts that are required to be deducted and withheld under applicable law (the “ Merger Consideration ”). Including the
View on SEC.gov
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