State National Companies, Inc. (NASDAQ:SNC) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01Completion of Acquisition or Disposition of Assets
The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On November 17, 2017, in connection with the consummation of the Merger, State National notified the NASDAQ Global Select Market ("NASDAQ") of the completion of the Merger and requested that trading in Company Common Stock be withdrawn from listing on the NASDAQ. State National also requested that NASDAQ file a notification of removal from listing on Form 25 with the SEC with respect to Company Common Stock to report the delisting of Company Common Stock from the NASDAQ and suspend trading of Company Common Stock on the NASDAQ as of the close of trading on November 17, 2017.
State National intends to file with the SEC a certificate of notice of termination on Form 15 with respect to the Company Common Stock, requesting that the Company Common Stock be deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that the reporting obligations of State National with respect to Company Common Stock under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03Material Modification to Rights of Security Holders
The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01Changes in Control of Registrant
The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In accordance with the terms of the Merger Agreement, at the Effective Time, each of the five directors of State National (Terry Ledbetter, Gene Becker, Marsha Cameron, David King and Fred Reichelt) ceased to be the directors of State National. The directors of Merger Sub are to become the new directors of State National.
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of State National were each amended and restated, and such amended and restated certificate of incorporation and bylaws became the certificate of incorporation and bylaws, respectively, of State National. Copies of the Amended and Restated Certificate of Incorporation of State National and the Amended and Restated Bylaws of State National are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01Other Events
At the Effective Time, voting agreements between Markel and certain stockholders of State National, dated as of July 26, 2017, each previously filed with the SEC on August 1, 2017, were automatically terminated.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
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2.1 |
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3.1 |
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3.2 |
Amended and Restated Bylaws of State National Companies, Inc.
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State National Companies, Inc. ExhibitEX-99 2 ex3_1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STATE NATIONAL COMPANIES,…To view the full exhibit click here
About State National Companies, Inc. (NASDAQ:SNC)
State National Companies, Inc. is a specialty provider of property and casualty insurance. The Company’s segments include Program Services, Lender Services and Corporate. In the Program Services segment, the Company operates an issuing carrier (fronting) business that provides insurance capacity access to the United States property and casualty insurance markets. In the Lender Services segment, the Company writes and insures lines of insurance marketed to lending institutions, collateral protection insurance (CPI) policies. The Corporate segment consists of the investment portfolio and subordinated debentures, and includes rental income, investment income, interest expense and corporate expenses. The Company writes its insurance business through its insurance company subsidiaries, which include State National Insurance Company, Inc. (SNIC), National Specialty Insurance Company (NSIC) and United Specialty Insurance Company (USIC).