Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the introductory note, the information in which is incorporated herein by reference, on July 2, 2018, pursuant to the
terms and subject to the conditions set forth in the Merger Agreement, the parties thereto completed the Merger.
Pursuant to the Merger
Agreement, as a result of the Merger, each share of Infinity common stock, no par value per share (Infinity Common Stock), issued and outstanding as of immediately prior to the effective time of the Merger (the Effective
Time) (other than shares owned by Kemper or its wholly owned subsidiaries or Infinity or any of its subsidiaries and outstanding and unvested restricted shares of Infinity Common Stock granted under any Infinity stock plan owned by employee
members of the Infinity board of directors (the Infinity Board) (all such shares described in this parenthetical, the Excluded Shares)) was to be cancelled and converted into, at the election of the holder thereof, subject to
proration and adjustment as described below, the right to receive either (i) 1.2019 shares of Kemper common stock, par value $0.01 per share (Kemper Common Stock), and $51.60 in cash, without interest (the Mixed
Consideration), (ii) an amount of cash equal to $129.00, without interest (the Cash Consideration), or (iii) 2.0031 shares of Kemper Common Stock (the Stock Consideration and, collectively with the Mixed Consideration
and the Cash Consideration, the Merger Consideration).
As previously disclosed, the deadline for Infinity shareholders to have delivered their election
forms to elect the form of consideration to be received in the Merger was 5:00 p.m., Eastern Time, on June 18, 2018 (the Election Deadline), subject to the applicable notice of guaranteed delivery period. The consideration to be
paid to holders of Infinity Common Stock electing to receive the Cash Consideration or the Stock Consideration in connection with the Merger was subject to automatic proration and adjustment, as set forth in the Merger Agreement and described in the
definitive joint proxy statement/prospectus filed by Kemper with the U.S. Securities and Exchange Commission (the SEC) on April 27, 2018, as amended and supplemented from time to time (the Joint Proxy Statement), to
ensure that the total amount of cash paid and the total number of shares of Kemper Common Stock issued in the Merger is approximately the same as what would be paid and issued if all holders of Infinity Common Stock were to receive the Mixed
Consideration.
Kemper and Infinity determined that, based on the valid elections of holders of Infinity Common Stock prior to the
Election Deadline, pursuant to the automatic proration and adjustment provisions set forth in the Merger Agreement and described in the Joint Proxy Statement, the consideration to be received in the Merger by holders of Infinity Common Stock is as
follows:
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Those holders of Infinity Common Stock validly electing to receive the Mixed Consideration in the Merger are entitled to receive 1.2019 shares of Kemper Common Stock and $51.60 in cash, without interest, for each share
of Infinity Common Stock with respect to which such election was made;
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Those holders of Infinity Common Stock validly electing to receive the Cash Consideration in the Merger are entitled to receive $129.00, without interest, for each share of Infinity Common Stock with respect to which
such election was made;
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Those holders of Infinity Common Stock validly electing to receive the Stock Consideration in the Merger are entitled to receive 1.2332 shares of Kemper Common Stock and $49.58 in cash, without interest, for each share
of Infinity Common Stock with respect to which such election was made; and
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Those holders of Infinity Common Stock (not including Excluded Shares) that did not make a valid election prior to the Election Deadline were deemed to have elected to receive the Mixed Consideration with respect to
their shares of Infinity Common Stock and are entitled to receive 1.2019 shares of Kemper Common Stock and $51.60 in cash, without interest, for each share of Infinity Common Stock held immediately prior to the Effective Time.
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No fractional shares of Kemper Common Stock will be issued in the Merger, and holders of Infinity Common Stock are entitled to receive cash in
lieu of any fractional shares of Kemper Common Stock issuable in the Merger.
Pursuant to the Merger Agreement, as of the Effective Time:
(i) each outstanding and unvested award of performance share units with respect to Infinity Common Stock granted pursuant to any Infinity stock plan (Infinity Performance Share Awards) vested with respect
to the target number of shares of Infinity Common Stock subject to such Infinity Performance Share Award, and such shares were converted into the right to receive shares of Kemper Common Stock
(such shares of Kemper Common Stock so converted being restricted from sale or transfer prior to the first anniversary of the Effective Time), with the number of shares of Kemper Common Stock subject to each such award determined by multiplying such
target number of shares of Infinity Common Stock by 2.0031 (the Exchange Ratio); (ii) each outstanding and unvested award of restricted shares of Infinity Common Stock granted under any Infinity stock plan (Infinity Restricted
Shares) that was held by a
non-employee
member of the Infinity Board immediately vested in full and such holder became eligible to receive the consideration payable to Infinity shareholders pursuant to
the Merger Agreement; and (iii) each outstanding and unvested award of Infinity Restricted Shares (other than those held by
non-employee
members of the Infinity Board) was cancelled without any
acceleration of vesting and in exchange therefor, as soon as practicable following the Effective Time, Kemper will grant to the former holder thereof a number of restricted stock units with respect to Kemper Common Stock (the RSU Awards)
determined by multiplying the number of cancelled Infinity Restricted Shares by the Exchange Ratio, with such RSU Awards vesting in accordance with the applicable award or other agreement between the recipient of such RSU Award and Kemper (or an
affiliate thereof).
The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger,
does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to Infinitys Current Report on Form
8-K
filed
with the SEC on February 14, 2018, and is incorporated herein by reference.
The Merger Agreement and the foregoing description
thereof have been included in this Current Report on Form
8-K
to provide investors and shareholders with information regarding its terms. It is not intended to provide any other factual information about
Infinity, Kemper or Merger Sub or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, were solely
for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by disclosures not reflected in the Merger Agreement, were made for the purpose of allocating
contractual risk between the parties to the Merger Agreement instead of establishing matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or shareholders
and reports and documents filed with the SEC. Investors and shareholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of Infinity, Kemper or Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may have
changed after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Infinitys or Kempers public disclosures.