Funds managed by Altaris Capital Partners, LLC entered into a definitive merger agreement to acquire Trean Insurance Group, Inc. (NasdaqGS:TIG) from a group of shareholders for approximately $170 million on December 15, 2022. Under the terms of agreement, Altaris will acquire all of the common stock that it does not currently own for $6.15 in cash per share, which currently owns approximately 47% of Trean’s outstanding common stock. The transaction is total equity value for the Company of approximately $316 million. Altaris have secured committed equity financing from certain funds affiliated with Altaris along with Company cash on hand to fund the transaction. Trean Insurance will have to pay a termination fee of 9.45 million, in case Trean Insurance terminates the transaction. Following completion of the transaction, Trean will become a privately held company and its common stock will no longer be traded on Nasdaq. Until that time, it is business as usual. Following the closing of the transaction, it is expected that Julie Baron will remain President and Chief Executive Officer of Trean and that Andrew O’Brien, the founder of Trean and Executive Chairman of the Board, will continue to serve on the Board. The Company is expected to maintain its headquarters in Wayzata, Minnesota.

Completion of the transaction is subject to certain customary closing conditions, including obtaining approval of a majority of the outstanding shares of Trean common stock held by stockholders that are not affiliated with Altaris and receiving certain regulatory approvals, the expiration or termination of any applicable waiting period (or any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Upon receiving a proposal from Altaris to acquire the Company, which was conditioned on approval by a special committee of independent and disinterested directors and by a majority of the voting power of unaffiliated stockholders, the Board of Directors formed such a Special Committee comprised solely of independent and disinterested directors to evaluate the proposal and alternatives thereto and make a recommendation to the Board of Directors. Following the unanimous recommendation of the Special Committee, the Board of Directors of the Company, unanimously approved the merger agreement and is recommending to Trean’s stockholders that they adopt and approve the merger agreement. The transaction has been unanimously approved by the Parent Board of Directors. As of January 23, 2023, the required waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired. As of March 20, 2023, the California Department of Insurance granted Parent’s Form A exemption. As a result of the receipt of these exemptions, the Company believes that no further approvals are required from state insurance regulatory authorities in connection with the closing of the Merger. As of March 22, 2023, Trean Insurance will hold a special meeting of stockholders of Trean Insurance on April 18, 2023. TIG announced that leading independent proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) have recommended that Trean stockholders vote FOR the adoption of the Merger Agreement and approval of the Merger at the Special Meeting. At the Special Meeting of Stockholders of Trean held on April 18, 2023, stockholders approved the transaction. The transaction is expected to close during the first half of 2023. As of March 22, 2023, the merger is expected to close in April 2023.

Eric M. Krautheimer of Sullivan & Cromwell LLP represents Houlihan Lokey Capital is acting as independent financial advisor and fairness opinion provider to the Special Committee at Trean, and James D. Honaker and Eric S. Klinger-Wilensky of Morris, Nichols, Arsht & Tunnell LLP is acting as independent legal advisor to the Special Committee at Trean. Annie Batcheller, Bryan Metcalf, Curtis Fisher, Leslie Ford, Lymari Martinez Cromwell, Nicholas Bessette, Page Davidson, Scott Bell, Stephen Taylor, Tyler Huseman and Whitney Burnley of Bass Berry & Sims PLC is serving as legal advisors to Trean. David B. Feirstein, P.C., Romain Dambre, Jason Kanner, P.C., Whitney Bosworth, Sean Malone, Sara B. Zablotney, P.C., David M. Grenker, Scott D. Price, P.C. and David G. Branham of Kirkland & Ellis LLP is serving as legal advisor to Altaris. Morris, Nichols, Arsht & Tunnell LLP and Bass, Berry & Sims PLC acted as due diligence provider to TIG. Kirkland & Ellis LLP acted as due diligence provider to Altaris. Trean has retained Okapi Partners as its proxy solicitor. Okapi Partners will receive an estimated fee of approximately $51,000 plus reimbursement of its customary out-of-pocket expenses for its services. Equiniti Trust Company acted as transfer agent and registrar to TIG. Trean has paid aggregate fees to Houlihan Lokey pursuant to its engagement by the Special Committee, equal to $1,050,000 for services performed prior to December 31, 2022 ($750,000 of which was paid to Houlihan Lokey for rendering the opinion). Houlihan Lokey will receive additional fees of up to $1,700,000 prior to or upon consummation of the Merger.

Altaris Capital Partners, LLC acquired Trean Insurance Group, Inc. (NasdaqGS:TIG) from a group of shareholders for approximately $150 million on April 21, 2023. In connection with the completion of the merger, Trean Insurance (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Merger has been completed and (ii) submitted a request to Nasdaq for Nasdaq to cease trading of the Common Stock on Nasdaq and to suspend the listing of the Common Stock and to file with the SEC an application on Form 25 to delist the Common Stock from Nasdaq and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).