Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

Midwest Holding Inc.

(Name of Issuer)

Voting Common Stock, par value $0.001 per share

(Title of Class of Securities)

59833J206

(CUSIP Number)

Jesús H. Payán

Crestline Management, L.P.

201 Main Street, Suite 1900

Fort Worth, TX 76102

(817) 339-7600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 30, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

ITEM 2.

IDENTITY AND BACKGROUND

(c) Douglas K. Bratton is the Manager of Crestline Assurance and Crestline Management holds all voting membership interests of Crestline Assurance.

In connection with the Merger Agreement, Crestline Assurance entered into a voting agreement (the “Voting Agreement”) with Parent pursuant to which, among other things, Crestline agreed to vote its shares of Common Stock representing approximately 9.9% of the shares of Common Stock outstanding in favor of the approval and adoption of the Merger, the Merger Agreement or any related action reasonably required in furtherance thereof, and any other matter recommended by the Board relating to and consistent with the transactions contemplated by the Merger Agreement and against any acquisition proposal or any action that would reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the transactions contemplated by the Merger Agreement.  Further, Crestline Assurance agreed, except as provided in the Voting Agreement, not to sell, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of any of the shares of Common Stock subject to the Voting Agreement other than pursuant to the Merger; provided that Crestline Assurance will be permitted to transfer such shares to its affiliates or its direct or indirect members, partners or shareholders if such transferees agree to be bound by all of the terms of the Voting Agreement.  In addition, Crestline Assurance granted Parent a proxy to vote or cause to be voted the shares of Common Stock subject to the Voting Agreement if Crestline Assurance has not delivered a duly executed proxy card to the Issuer directing the shares to be voted in accordance with the terms of the Voting Agreement prior to the Issuer’s stockholder meeting at which the transactions pursuant to the Merger Agreement are to be considered

 

Pursuant to the Voting Agreement, Crestline assurance consented to the termination of the Stockholders Agreement, dated April 24, 2020, by and among the Issuer, Crestline Assurance, Xenith Holdings LLC, Vespoint LLC, Michael Minnich, and A. Michael Salem, effective upon and contingent upon the closing of the transactions contemplated by the Merger Agreement. The Voting Agreement terminates upon the first to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) with the mutual agreement of the parties to the Voting Agreement or (iv) any amendment to the Merger Agreement that decreases the amount of, or changes the form of, the merger consideration or increases the liabilities or obligations of Crestline Assurance without the consent of Crestline Assurance, upon written notice by Crestline Assurance to Parent within ten business days of such amendment.