M&A - ICC Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000143774925008045

Filing Summary: On March 12, 2025, ICC Holdings, Inc. (ICCH) completed a merger with Mutual Capital Holdings, Inc. (MCH) following a Merger Agreement dated June 8, 2024. As of the effective date, March 13, 2025, ICCH merged with Mutual Capital Merger Sub, Inc., a wholly-owned subsidiary of MCH, surviving the merger as a subsidiary of MCH. Each outstanding share of ICCH common stock was converted to receive $23.50 in cash as merger consideration, totaling approximately $73.8 million in transaction value. The NASDAQ was notified of the merger and requested the delisting of ICCH Common Stock effective March 13, 2025. As a result, trading of ICCH Common Stock was suspended and plans for deregistration of the stock were initiated, ceasing the reporting obligations of ICCH. The merger led to the resignation of all ICCH directors as well as amendments to ICCH's articles of incorporation and bylaws, aligning them with those of the surviving entity. Relevant exhibits related to the merger agreements and amendments were filed with the SEC.

Form Type: S-8 POS

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000143774925007975

Filing Summary: ICC Holdings, Inc. is filing a post-effective amendment to terminate all offerings under the Registration Statement No. 333-219916 on Form S-8, which was originally filed on August 11, 2017. This termination follows the merger of ICC Holdings, Inc. with Mutual Capital Holdings, Inc. and its wholly owned subsidiary on March 13, 2025. Post-merger, ICC Holdings, Inc. remains the surviving entity and thus ceases its offerings of securities under the stated Registration Statement. This amendment to deregister all unsold shares is in accordance with the regulatory requirements following the merger.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000095017025040633

Filing Summary: On March 13, 2025, Mutual Capital Merger Sub, Inc., a wholly owned subsidiary of Mutual Capital Group, Inc. (MCG), merged with ICC Holdings, Inc. The Company continued as the surviving corporation, which is now a wholly owned subsidiary of MCG. In this transaction, each outstanding share of ICC's Common Stock was converted into the right to receive $23.50 in cash. Consequently, on March 12, 2025, the Surviving Corporation notified The Nasdaq Stock Market LLC of the impending merger and requested the delisting of its Common Stock after trading concluded on that date. Subsequently, trading was suspended, and a notification to deregister the Common Stock was also filed with the SEC. Following the merger, the Reporting Persons no longer held shares of the Issuer's Common Stock, and MCG may be deemed to beneficially own shares of the Surviving Corporation's Common Stock. Prior reporting obligations under the Securities Exchange Act of 1934 for ICC Holdings will be terminated following the effectiveness of the delisting.

Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: New

Accession Number: 000143774925006464

Filing Summary: ICC Holdings, Inc. announced the approval of its proposed merger with Mutual Capital Holdings, Inc. by the Insurance Commissioner of Pennsylvania. The merger remains subject to certain conditions and approvals, with an anticipated closing date on or about March 13, 2025. The filing includes forward-looking statements concerning the merger, which are subject to risks such as termination of the merger agreement, completion timing, potential litigation, and the ability to retain key personnel. It highlights the uncertainties and risks that may affect the merger and the company's operations.

Form Type: 8-K

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000143774925005067

Filing Summary: ICC Holdings, Inc. announced that the proposed merger with Mutual Capital Holdings, Inc. has been approved by the Illinois Department of Insurance. The merger is subject to additional conditions and approvals, which include regulatory approval from the Pennsylvania Insurance Department and customary closing conditions. The filing discusses various forward-looking statements related to the acquisition, highlighting potential risks such as the occurrence of events that may lead to the termination of the merger agreement, significant transaction costs, and the ability to retain key personnel. It also notes that the Company does not have an obligation to update these statements following changes in circumstances or events.

Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Merger

Type: Update

Accession Number: 000143774925002421

Filing Summary: On January 31, 2025, ICC Holdings, Inc. entered into a Third Amendment to the Merger Agreement with Mutual Capital Holdings, Inc. and Mutual Capital Merger Sub, Inc. This Amendment extends the Outside Date of the Merger Agreement from January 31, 2025, to March 17, 2025. The document includes references to previous amendments dated October 11, 2024, and December 31, 2024, and outlines the changes made in the transaction timeline.

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: Update

Accession Number: 000143774924038619

Filing Summary: On December 31, 2024, ICC Holdings, Inc. entered into a Second Amendment to the Merger Agreement, which modifies the original agreement dated June 8, 2024, regarding a merger with Mutual Capital Holdings, Inc. and Mutual Capital Merger Sub, Inc. This amendment extends the 'Outside Date' of the merger from December 31, 2024, to January 31, 2025. The document includes references to prior agreements and amendments relating to the merger that have also been filed with the SEC.