How many shares are being offered and at what price?
Vericity, Inc. is offering for sale between 14,875,000 and 20,125,000 shares of common stock at $10.00 per share. A minimum of 14,875,000 shares must be sold for us to complete the conversion.
Who is eligible to purchase stock during the offering?
We are offering shares of our common stock in a subscription offering and a community offering. The subscription offering will be made to eligible members of Members Mutual, who were the policyholders of Fidelity Life Association as of July 31, 2018, and to the directors and officers of Members Mutual. Concurrently with the subscription offering and subject to the prior right of subscribers in the subscription offering, shares will be offered in an offering we refer to as the community offering to eligible employees of Members Mutual and possibly to a limited number of other potential investors.
If the number of shares subscribed for in the subscription offering, together with any subscriptions accepted in the community offering, is less than 14,875,000 shares, a standby purchaser has agreed to purchase enough shares to guarantee the sale of 14,875,000 shares in the offerings, and may purchase additional shares as may be necessary in order to permit the standby purchaser to acquire a majority of the shares sold, provided that no more than 20,125,000 shares may be sold in the offerings.
Are the directors and officers of Members Mutual planning to purchase shares in the subscription offering?
Yes. If the eligible members subscribe for less than the offering maximum of 20,125,000 shares, the directors and officers of Members Mutual have indicated their intention to purchase approximately 2,123,675 shares of common stock in the subscription offering.
Who is the Standby Purchaser and what is the Standby Stock Purchase Agreement?
A minimum of 14,875,000 shares must be sold in the offering in order for us to complete the conversion. We have entered into an agreement with Apex Holdco L.P., an affiliate of J.C. Flowers IV L.P., a private equity fund managed by J.C. Flowers & Co. LLC, under which Apex Holdco L.P. has agreed to act as the standby purchaser for this offering.
Under the standby stock purchase agreement with the standby purchaser, the standby purchaser has agreed, subject to certain conditions, to acquire from us at the subscription price of $10.00 per share the number of shares equal to the difference of the offering minimum of 14,875,000 shares and the number of shares of common stock sold in the subscription and community offerings. In addition, the standby purchaser has the right to purchase additional shares up to the offering maximum, which additional shares may permit the standby purchaser to acquire up to a majority of the stock sold in the offerings. For a description of the terms and conditions of the standby stock purchase agreement, see “The Conversion and Offering – Description of the Standby Purchase Agreement.”
I am eligible to subscribe for shares in the offering but I am not interested in investing. May I allow someone else to use my stock order form to take advantage of my priority as an eligible member?
No. Subscription rights arenon-transferable! Illinois law prohibits you from transferring your subscription rights. If you subscribe for shares of common stock in the subscription offering, you will be required to state that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares to others.
How may I buy shares during the subscription offering?
Shares can be purchased by delivering a signed and completed original stock order form, together with full payment. You may submit your order byovernight delivery to the address indicated for that purpose on the top of the stock order form, or you may submit your orderbymail using the green postage-paid envelope marked “STOCK ORDER RETURN”. However,please know that all orders, with full payment, must be received (not postmarked) by the order deadline.We encourage you to consider overnight delivery to increase the likelihood that your order is received before the deadline.
What is the deadline for purchasing shares?
The deadline for purchasing shares of common stock in the subscription offering is 5:00 PM, Central Time, on [END DATE]. If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment, must be received (not postmarked) by this time.
How may I pay for the shares?
Payment for shares may be made by personal check, bank check, or money order made payable to “Computershare Trust Company, N.A., as escrow agent for Vericity, Inc.”. Please do not send cash.
Will I earn interest on my funds?
No. All funds submitted to purchase shares will be held in escrow until completion or termination of the offering and will not earn interest.
Are there limits to how many shares I can order?
Yes. The minimum order is 25 shares ($250). There is also an individual maximum purchase limit which applies to each eligible member. This individual maximum purchase limit is printed on the stock order form that has been mailed to each eligible member along with a copy of the prospectus. No eligible member, together with such person’s associates or a group acting in concert, may directly or indirectly, subscribe for or purchase in this offering more than such member’s individual maximum purchase limit. See “The Conversion and Offering—Limitations on Purchases of Common Stock” in the enclosed prospectus for additional discussion of individual maximum purchase limits.