National Investors Holdings, LLC (“NIH”), a subsidiary of Investors Title Company (NASDAQ:ITIC), entered into a stock purchase agreement (the “Purchase Agreement”) to acquire all of the outstanding shares of University Title Company (“University”). University is a title insurance agency doing business in the State of Texas. The Purchase Agreement provides that NIH will pay $10 million in cash to the shareholders of University (the “Sellers”) at closing, subject to adjustment for University’s net cash position at closing.
The Purchase Agreement contains customary representations and warranties. The transaction is expected to close in the fourth quarter of 2016, subject to the satisfaction or waiver of a number of customary closing conditions, including receipt of any required regulatory approvals. The Purchase Agreement may be terminated by either party under certain specified conditions, including if the transaction does not close by January 31, 2017.
The foregoing summary of the material terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, to be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.