Item 1.01. Entry into a Material Definitive Agreement





Merger Agreement

On July 7, 2020, The Allstate Corporation (the "Registrant") entered into a definitive Agreement and Plan of Merger with National General Holdings Corp. ("National General"), and Bluebird Acquisition Corp., an indirect, wholly-owned subsidiary of the Registrant ("Merger Sub") (the "Merger Agreement"), pursuant to which the Registrant agreed to acquire National General through the merger of Merger Sub with and into National General (the "Merger"), with National General surviving the Merger as a wholly-owned indirect subsidiary of the Registrant (together with the other transactions contemplated thereby, the "Transaction").

At the effective time of the Merger, each issued and outstanding common share, par value $0.01 per share, of National General (each, a "Common Share") will be automatically cancelled and converted into the right to receive $32.00 in cash (the "Merger Consideration"), as well as, subject to and in connection with the closing of the Transaction, a special pre-closing dividend of up to $2.50 (up to $1.00 of which is contingent upon National General's retained earnings per share from January 1, 2020 to the business day prior to closing) (other than (i) shares owned by the Registrant and any of its subsidiaries or National General and any of its subsidiaries or (ii) shares held by stockholders who have not voted in favor of the adoption of the Merger Agreement and who have properly and validly perfected their statutory rights of appraisal in respect of such shares in accordance with Section 262 of the Delaware General Corporation Law). Other than as set forth in the Merger Agreement, each issued and outstanding preferred share, par value $0.01 per share, of National General (each, a "Preferred Share") will remain outstanding, in each case, on the terms and subject to the conditions set forth in the Merger Agreement.

At the effective time of the Merger, (i) each outstanding option to purchase a Common Share, regardless of whether vested or unvested, will be cancelled and converted into the right to receive the Merger Consideration, plus the amount of the special pre-closing dividend, minus the exercise price per Common Share underlying such option and (ii) each outstanding restricted stock unit ("Company RSU") outstanding as of the date the Merger Agreement, regardless of whether vested or unvested, will be cancelled and converted into the right to receive the Merger Consideration, plus the amount of the special pre-closing dividend. Each Company RSU that may be granted following the date the Merger Agreement will be assumed by the Registrant and converted automatically into a restricted stock unit award with respect to a number of shares of the common stock of the Registrant as set forth in the Merger Agreement.

The Transaction is expected to close in early 2021, subject to the satisfaction or waiver of customary closing conditions, including, among other things, (i) adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of all outstanding Common Shares (the "Stockholder Approval"), (ii) the receipt of certain governmental authorities approvals, including insurance regulatory approvals, without imposing a Burdensome Condition (as defined below), (iii) the expiration or termination of the applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iv) the absence of any law, injunction or order restraining the Merger. Each party's obligation to consummate the Merger is further subject to certain additional customary conditions, including the accuracy of the other party's representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers) and the other party's compliance with its covenants and agreements contained in the Merger Agreement in all material respects. The Merger Agreement does not contain a financing condition. The Registrant intends to fund the Merger Consideration by deploying $2.2 billion in combined cash resources at the Registrant and National General and, subject to market conditions, issuing $1.5 billion of new senior debt.

The Merger Agreement contains representations and warranties customary for transactions of this type. National General has agreed to various customary covenants and agreements, including, among others, (i) a covenant providing for National General to use reasonable best efforts to call and hold a special meeting of stockholders and recommend the adoption of the Merger Agreement, to the extent required under the terms of the Merger Agreement, (ii) agreement to use reasonable best efforts to conduct its business in the ordinary course in substantially the same manner as previously conducted during the period between the execution of the Merger Agreement and the closing of the Merger and (iii) not to take certain actions prior to the closing of the Merger without the prior written consent of the Registrant. Subject to the limited exceptions described below, the National General Board is required to recommend that National General stockholders vote in favor of the adoption of the Merger Agreement at such meeting.





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Parties are required to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the Transactions, including, among other things, obtaining all necessary actions or non-actions, waivers, consents, qualifications and approvals from the applicable governmental authorities and making all necessary registrations, filings and notifications and taking all reasonable steps as may be necessary to obtain an approval, clearance, non-action letter, waiver or exemption from any governmental authority, provided that the Registrant will not be obligated to, and National General will not, without the consent of the Registrant, take any action that involves (i) making any divestiture or disposition of, or licensing, any portion of their respective business or assets, (ii) accepting or entering any consent decree or hold separate order or placing any assets in trust, or (iii) accepting or entering into any operational restriction or restriction on the payment or declaration of dividends, making any capital commitment or capital guarantee or entering into any capital support or similar agreement, or taking any other action that, in each case, would, or would reasonably be expect to, have a material adverse effect on the business, results of operation or financial condition of (x) National General and its subsidiaries, taken as whole, when considered together with the business lines of the Registrant and its subsidiaries that, as of the date of the Merger Agreement, the Registrant intends to integrate with National General and its subsidiaries following the closing, or (y) the Registrant and its subsidiaries, taken as a whole, deemed for this purpose as if they were of the same scale as the entities set forth in the foregoing clause (x) (each such condition, a "Burdensome Condition").

National General has also agreed not to, among other things, directly or indirectly solicit, initiate or knowingly encourage, induce or facilitate alternative acquisition proposals from third parties (and immediately cease any discussion with respect to any such alternative acquisition proposals with any such third parties) or amend or waive any confidentiality or standstill obligations of third parties, in each case, subject to limited exceptions that allow National General under certain circumstances to provide information to, and/or participate in discussions with, third parties with respect to unsolicited alternative acquisition proposals. Prior to the meeting of the stockholders of National General, the National General Board has the ability to change its recommendation of the Merger and National General may terminate the Merger Agreement in order to simultaneously accept an alternative acquisition proposal, subject to paying the Registrant a termination fee of $132.5 million (the "Termination Fee"), only if (i) such alternative acquisition proposal is for acquisition of 50% or more of the business, assets, securities or voting power of National General and the National General Board determines in good faith, after consultation with its legal counsel and financial advisors, that such alternative acquisition proposal is on terms that are more favorable to National General stockholders than the Transaction (taking into account all the terms and conditions of such proposal as compared to the terms and conditions of the Transaction, including the reasonable likelihood of such alternative acquisition proposal to be completed) (a "Superior Proposal"), (ii) National General notifies the Registrant of such Superior Proposal and negotiates with the Registrant in good faith for four (4) business days following receipt of such proposal (as extended for two (2) additional business days every time there is a material change to the terms of such Superior Proposal, a "Match Period") to enable the Registrant to amend the terms of the Transaction such that the alternative acquisition proposal no longer constitutes a Superior Proposal, and (iii) after complying with the foregoing obligations, the National General Board reaffirms that, in light of any proposed amendments and counterproposals by the Registrant, the third party alternative acquisition proposal continues to be a Superior Proposal.

The National General Board may also change its recommendation of the Merger upon . . .




Item 7.01 - Regulation FD

On July 7, 2020, the Registrant and National General issued a joint press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.2.

The abovementioned exhibit is furnished and not filed, pursuant to Instruction B.2 of Form 8-K.

The Registrant will conduct a teleconference and webcast at 7:30 a.m. Central Time on Wednesday, July 8, to discuss the acquisition. The investor webcast can be accessed at www.allstateinvestors.com. A replay and downloadable audio file will be posted on the Registrant's website shortly after the event ends.





No Solicitation

This Current Report on Form 8-K is not intended to and shall not constitute a solicitation of any vote of approval.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                                Description

  2.1           Agreement and Plan of Merger, dated as of July 7, 2020, by and among
              The Allstate Corporation, Bluebird Acquisition Corp. and National
              General Holdings Corp. (certain schedules and exhibits to the
              Agreement and Plan of Merger are omitted pursuant to Item 601(b)(2) of
              Regulation S-K. The Registrant agrees to furnish to the Securities and
              Exchange Commission, upon request, a copy of any omitted schedule or
              exhibit).
  99.1          Voting Agreement, dated as of July 7, 2020, among The Allstate
              Corporation and the persons set forth on Schedule A thereto.
  99.2          Joint press release issued by Registrant and National General, dated
              July 7, 2020.
104           Cover Page Interactive Data File (formatted as inline XBRL).




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