ITEM 8.01. OTHER EVENTS.
On December 15, 2022, Trean Insurance Group, Inc., a Delaware corporation (the
"Company"), and Altaris Partners, LLC, a Delaware limited liability company
("Altaris"), issued a joint press release announcing the execution of an
Agreement and Plan of Merger (the "Merger Agreement"), dated December 15, 2022,
by and among the Company, Treadstone Parent Inc., a Delaware corporation
("Parent"), and Treadstone Merger Sub Inc., a Delaware corporation ("Merger
Sub"), providing for the acquisition of the Company by funds managed by Altaris,
subject to the terms and conditions set forth therein (the "Merger"). Parent and
Merger Sub are indirectly owned by investment funds managed by Altaris.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
by reference herein. The information required to be reported on Form 8-K with
respect to the Merger Agreement will be filed in a separate Current Report on
Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains and the Company's other filings and
press releases may contain forward-looking statements, which include all
statements that do not relate solely to historical or current facts, such as
statements regarding the Company's expectations, intentions or strategies
regarding the future. In some cases, you can identify forward-looking statements
by the following words: "may," "will," "could," "would," "should," "expect,"
"intend," "plan," "anticipate," "believe," "estimate," "predict," "project,"
"aim," "potential," "continue," "ongoing," "goal," "can," "seek," "target," or
the negative of these terms or other similar expressions, although not all
forward-looking statements contain these words. These forward-looking statements
are based on management's beliefs, as well as assumptions made by, and
information currently available to, the Company. Because such statements are
based on expectations as to future financial and operating results and are not
statements of fact, actual results may differ materially from those projected
and are subject to a number of known and unknown risks and uncertainties,
including: (i) the risk that the proposed Merger may not be completed in a
timely manner or at all, which may adversely affect the Company's business and
the price of the Company's common stock; (ii) the failure to satisfy any of the
conditions to the consummation of the proposed transaction, including the
adoption of the Merger Agreement by the Company's stockholders and the receipt
of certain regulatory approvals; (iii) the occurrence of any event, change, or
other circumstance or condition that could give rise to the termination of the
Merger Agreement, including in circumstances requiring the Company to pay a
termination fee; (iv) the effect of the announcement or pendency of the proposed
transaction on the Company's business relationships, operating results, and
business generally; (v) risks that the proposed transaction disrupts the
Company's current plans and operations; (vi) the Company's ability to retain and
hire key personnel in light of the proposed transaction; (vii) risks related to
diverting management's attention from the Company's ongoing business operations;
(viii) unexpected costs, charges, or expenses resulting from the proposed
transaction; (ix) potential litigation relating to the Merger that could be
instituted against Altaris, the Company, or their respective directors,
managers, or officers, including the effects of any outcomes related thereto;
(x) certain restrictions during the pendency of the Merger that may impact the
Company's ability to pursue certain business opportunities or strategic
transactions; (xi) unpredictability and severity of catastrophic events,
including but not limited to acts of terrorism, war or hostilities, or
pandemics, including the COVID-19 pandemic, as well as management's response to
any of the aforementioned factors; (xii) other risks described in the Company's
filings with the Securities and Exchange Commission ("SEC"), such risks and
uncertainties described under the headings "Forward-Looking Statements," "Risk
Factors," and other sections of the Company's Annual Report on Form 10-K filed
with the SEC on March 16, 2022 and subsequent filings; and (xiii) those risks
and uncertainties that will be described in the proxy statement that will be
filed with the SEC (if and when it becomes available) from the sources indicated
below, including any considerations taken into account by the Special Committee
and the Board of Directors in approving the merger agreement and recommending to
the Company's stockholders that they adopt and approve the merger agreement.
While the list of risks and uncertainties presented here is, and the discussion
of risks and uncertainties to be presented in the proxy statement will be,
considered representative, no such list or discussion should be considered a
complete statement of all potential risks and uncertainties. Unlisted factors
may present significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems, financial loss,
and legal liability to third parties and similar risks, any of which could have
a material adverse effect on the completion of the Merger and/or the Company's
consolidated financial condition, results of operations, or liquidity. The
forward-looking statements speak only as of the date they are made. The Company
undertakes no obligation to update any forward-looking statements, whether as a
result of new information, future events, or otherwise.
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Additional Information and Where to Find it
In connection with the Merger, the Company intends to file a preliminary proxy
statement on Schedule 14A with the SEC. The Company and Parent intend to jointly
file a transaction statement on Schedule 13E-3 with the SEC. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, COMPANY STOCKHOLDERS ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT
DOCUMENTS, INCLUDING THE DEFINITIVE PROXY STATEMENT (IF AND WHEN IT BECOMES
AVAILABLE), THAT ARE FILED OR WILL BE FILED WITH THE SEC (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, THE MERGER, AND RELATED MATTERS. The definitive proxy statement (if and
when it becomes available) will be mailed to stockholders of the
Company. Stockholders will be able to obtain the documents (when they become
available) free of charge at the SEC's website, http://www.sec.gov. In addition,
stockholders may obtain free copies of the documents (if and when they become
available) on the Company's website, www.trean.com, under the heading "Investor
Relations."
Participants in the Solicitation
The Company and certain of its directors, executive officers, and other
employees, under the SEC's rules, may be deemed to be participants in the
solicitation of proxies of the Company's stockholders in connection with the
Merger. Additional information regarding the interests of those participants and
other persons who may be deemed participants in the Merger and their respective
direct and indirect interests in the Merger, by security holdings or otherwise,
will be included in the definitive proxy statement and other materials to be
filed with the SEC in connection with the Merger (if and when they become
available). Information relating to the foregoing can also be found in the
Company's definitive proxy statement for its 2022 Annual Meeting of Stockholders
(the "2022 Proxy Statement"), which was filed with the SEC on April 5, 2022. To
the extent that holdings of Company's securities have changed since the amounts
printed in the 2022 Proxy Statement, such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the SEC. Free copies
of these documents may be obtained as described in the preceding paragraph.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
No. Description
99.1 Joint Press Release issued by Trean Insurance Group, Inc. and
Altaris Partners, LLC, dated December 16, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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TREAN INSURANCE GROUP, INC. 
