Antarctica Capital, LLC entered into an agreement to acquire Midwest Holding Inc. (NasdaqCM:MDWT) from Crestline Assurance Holdings LLC, Rendezvous Capital, Llc, Knott Partners L.P. managed by Knott Partners Management, LLC and others for approximately $100 million on April 30, 2023. Under the terms of the agreement, Midwest shareholders will receive $27 in cash per share. Antarctica has obtained equity financing commitments from certain investment funds and entities affiliated with Antarctica for the purpose of financing the transaction with an aggregate equity contribution equal to $127.774278 on the terms and subject to the conditions set forth in an equity commitment letter. Midwest will pay a termination fee of $3.59 million to Antarctica in case Midwest terminates the transaction and Antarctica will pay a reverse termination fee of $6.16 million in case Antarctica terminates the transaction.

As of June 5, 2023, Midwest expects to pay Okapi Partners LLC a fee of $25,000, plus certain costs associated with additional services, as necessary. Midwest Holding Inc has agreed to pay IAP a fee of $350,000, which fee became payable in its entirety upon the signing of the Merger Agreement and the delivery by IAP of its Opinion to the Company Board. As of July 18, 2023, a special meeting of Midwest shareholders will be held virtually to vote on the transaction on July 26, 2023 at 11:00 a.m. Eastern Time. Following closing, Midwest will continue to be led by its current leadership team. In addition, Midwest is expected to maintain its name, personnel, headquarters in Lincoln, Nebraska, and operational hubs in New York and Vermont. The transaction is subject to certain customary closing conditions, including the receipt of insurance regulatory approvals and approval by Midwest shareholders. The transaction has been unanimously approved by Midwest?s Board of Directors. General Partner Board of Directors of Antarctica also unanimously have approved the transaction. In connection with the transaction, certain stockholders of Midwest representing approximately 33% of the shares of company common stock entered into voting agreements to vote in favor of the transaction. As of July 26, 2023, the transaction has received approval from the shareholders of Midwest. As of December 14, 2023, Nebraska Department of Insurance Approves Acquisition of Midwest Holding Inc. by Antarctica Capital. The transaction is expected to close on or about December 20, 2023.

Lauren M. Colasacco, P.C., Rajab S. Abbassi, P.C., Michael S. Amalfe, Peter Seligson, P.C., Parimah Hassouri, Scott D. Price, P.C., John Kleinjan, Jabir Yusoff, Michael Chu, Kathryn Keves Leonard, P.C., Whitney Bosworth, Benjamin M. Schreiner, P.C. and Vivek Ratnam of Kirkland & Ellis LLP acted as legal advisors to Antarctica. Philip Richter and Randi Lally of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors to Midwest. Lamson Dugan & Murray LLP and Primmer Piper Eggleston Cramer PC acted as legal advisors to Midwest. Okapi Partners LLC acted as a proxy solicitor of Midwest Holding Inc. RBC Capital Markets, LLC acted as financial advisor to Midwest.

Antarctica Capital, LLC completed the acquisition of Midwest Holding Inc. (NasdaqCM:MDWT) from Crestline Assurance Holdings LLC, Rendezvous Capital, Llc, Knott Partners L.P. managed by Knott Partners Management, LLC and others on December 21, 2023. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Antarctica Capital, LLC. Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Midwest Holding?s board of directors or any committee thereof. Further, effective as of the Effective Time, until successors are duly elected or appointed and qualified in accordance with law, (i) the directors of Midas Merger Acquisition Sub in place as of immediately prior to the Effective Time became the directors of the Midwest Holding and (ii) the officers of the Midwest Holding in place as of immediately prior to the Effective Time became the officers of the Midwest Holding. With the completion of the transaction, Midwest shares have ceased trading and will no longer be listed on the Nasdaq. Frohman Law Office LLC acted as regulatory counsel to Antarctica.