UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 1, 2020
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| NI Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
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| North Dakota | | 001-37973 | | 81-2683619 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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1101 First Avenue North Fargo, North Dakota |
| (Address of principal executive offices) |
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| 58102 |
| (Zip code) |
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| (701) 298-4200 |
| (Registrant’s telephone number, including area code) |
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| N/A |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | NODK | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. | Regulation FD Disclosure. |
On January 3, 2020, NI Holdings, Inc., a North Dakota corporation (the “Company”), issued a press release announcing that it had closed the previously announced acquisition of all of the issued and outstanding shares of capital stock of Westminster American Insurance Company (“Westminster”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
The information in this Item 7.01 and the Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such document or filing.
On January 1, 2020, the Company completed the previously announced acquisition of all of the issued and outstanding shares of capital stock of Westminster. The acquisition closed pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) dated October 28, 2019 with Westminster American, LLC, a Maryland limited liability company (“Seller”), and John Scott, Sr. The purchase price paid by the Company at the closing was $20,000,000 in cash. The Company also agreed to pay to the Seller on each of the first and second anniversaries of the closing, and on the first business day of the month preceding the third anniversary of the closing, an amount equal to one-third of $20,000,000.
The Maryland Insurance Administration approved the acquisition on December 19, 2019.
| Item 9.01. | Financial Statements and Exhibits. |
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | NI Holdings, Inc. |
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| Date: January 3, 2020 | By: | /s/ Michael J. Alexander |
| | | Michael J. Alexander |
| | | President and Chief Executive Officer |
