Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 2, 2021, Assurant, Inc., a Delaware corporation (the "Company"), and
Interfinancial Inc., a Georgia corporation and direct wholly owned subsidiary of
the Company ("Interfinancial"), completed the previously announced sale (the
"Transaction") of all of the issued and outstanding equity of (i) Preneed
Holdings, LLC, a Delaware limited liability company, direct wholly owned
subsidiary of Interfinancial and the owner of all of the issued and outstanding
capital stock of American Memorial Life Insurance Company, a South Dakota
insurance company, and Union Security Insurance Company, a Kansas insurance
company, and (ii) ALOC Holdings ULC, a Canadian unlimited liability corporation,
direct wholly owned subsidiary of Interfinancial and the owner of all of the
issued and outstanding capital stock of Assurant Life of Canada, a Canadian life
insurance company (collectively, with their subsidiaries, the "Acquired
Companies"). The Acquired Companies comprised the Company's Global Preneed
segment and related legal entities and assets, and were acquired by CMFG Life
Insurance Company, an Iowa stock life and accident & health insurance company
("CMFG"), and TruStage Global Holdings, ULC, an Alberta unlimited liability
company (together with CMFG, "Buyer"), pursuant to the previously disclosed
Equity Purchase Agreement, dated as of March 8, 2021 (the "Equity Purchase
Agreement"), by and among the Company, Interfinancial and Buyer.
The aggregate purchase price at closing paid by Buyer to Interfinancial for the
sale of the Acquired Companies was approximately $1.35 billion in cash, which
was comprised of a base purchase price of $1.25 billion, adjusted for (i) the
amount of Leakage (as defined in the Equity Purchase Agreement) paid by the
Acquired Companies after December 31, 2020 and at or prior to the closing of the
transaction (the "Closing"), (ii) the amount of any Transaction Related Expenses
(as defined in the Equity Purchase Agreement) paid by the Acquired Companies
after the Closing, (iii) the difference between the book value of certain assets
in the Acquired Companies' investment portfolio as of December 31, 2020 and the
value of cash paid in substitution for the fair market value of such assets and
(iv) the accrual of interest on the base purchase price, as adjusted pursuant to
clauses (i) to (iii), at a rate of 6% per annum during the period beginning on
January 1, 2021 and ending on the date immediately prior to the date of the
Closing. The purchase price is subject to a post-closing true-up mechanism as
set forth in the Equity Purchase Agreement, which is expected to be determined
within approximately 120 days from the date of the Closing.
Item 7.01. Regulation FD Disclosure.
On August 2, 2021, the Company issued a news release announcing the completion
of the sale of the businesses previously reported as the Global Preneed segment
and related legal entities and assets. The news release is being furnished as
Exhibit 99.1 to this Form 8-K.
The information and exhibit being furnished pursuant to this Item 7.01 shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities under that Section 18, and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as may be expressly set forth by specific
reference in any such filing.
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Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information
The pro forma financial information required by Article 11 of Regulation S-X is
being filed as Exhibit 99.2 to this Form 8-K and is incorporated by reference
herein.
(d) Exhibits
Exhibit
No. Exhibit
99.1 News Release, dated August 2, 2021.
99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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