Filing Details

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 13D/A   Under the Securities Exchange Act of 1934 (Amendment No. 4)*   State National Companies, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

85711T 305

(CUSIP Number)

Terry Lee Ledbetter c/o State National Companies, Inc. 1900 L. Don Dodson Drive Bedford, Texas 76021 (817) 265-2000

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

July 26, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

 

 

Item 1.  Security and Issuer.

This Schedule 13D/A (“Amendment”) constitutes Amendment No. 4 to the Schedule 13D of State National Companies, Inc. initially filed on December 23, 2014, as amended by Amendment No. 1 filed on May 1, 2015, Amendment No. 2 filed on May 10, 2016 and Amendment No. 3 filed on May 10, 2017.  Except as amended herein, such prior Schedule 13D, as previously amended, remains in effect.  Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the reporting persons’ Schedule 13D as previously amended.

Item 4.  Purpose of the Transaction

Item 4 of the reporting persons’ Schedule 13D is hereby amended to include the following:

On July 26, 2017, State National Companies, Inc. (“State National”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Markel Corporation (“Markel”) and Markelverick Corporation, a direct, wholly-owned subsidiary of Markel (“Merger Sub”).  The Merger Agreement provides for, subject to the satisfaction or waiver of specified conditions, the Merger of Merger Sub with and into State National (the “Merger”), with State National surviving the Merger as a direct, wholly-owned subsidiary of Markel.  At the effective time of the Merger, each issued and outstanding share of common stock of State National (“Company Common Stock”) will be automatically canceled and converted into the right to receive $21.00 in cash, without interest and less any required withholding tax (the “Merger Consideration”).

Concurrently with the execution of the Merger Agreement, certain individuals and trustees of certain trusts held for the benefit of certain members of the Ledbetter family (“Supporting Stockholders”) entered into a voting agreement with Markel (the “Voting Agreement”).  Each of the Supporting Stockholders agreed that (i) at State National’s stockholders’ meeting or any other meeting of the holders of Company Common Stock called to consider the adoption of the Merger Agreement and the Merger to appear at the meeting and vote or cause to be voted the subject stock in favor of adopting the Merger Agreement and the Merger; provided, however, that the foregoing does not require the Supporting Stockholders to vote or cause to be voted at such meeting the respective stock in favor of any excluded amendment, such as an amendment that (A) results in the decrease in the Merger Consideration, (B) results in a change in the type of consideration payable, (C) provides for or otherwise results in disparate treatment of a Supporting Stockholder vis-a-vis the other stockholders of State National or (D) extends the outside termination date of February 26, 2018, adds any conditions to Section 7.01 or Section 7.02 of the Merger Agreement or adds any termination rights under the Merger Agreement in favor of Markel, and (ii) at any meeting of the stockholders of State National, or at any adjournment or postponement thereof or in any other circumstance where a vote or approval is sought, the Supporting Stockholders will vote or cause to be voted all of the subject stock against (A) any extraordinary corporate transaction (other than the Merger), (B) any amendment of State National’s certification of incorporation or bylaws (other than as contemplated by the Merger Agreement), (C) any other proposal, action or transaction involving State National or any of its subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to impede, frustrate, prevent or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by State National or change in capital structure of State National (other than pursuant to the Merger Agreement) and (E) any takeover proposal.

The foregoing description of the Voting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Voting Agreement, a copy of which is filed as Exhibit F to this Amendment and is incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer

Item 5 of the reporting persons’ Schedule 13D is hereby amended and restated as follows:

The information set forth in rows 7 through 13 of the cover page to this Amendment is incorporated by reference.  The percentage set forth in row 13 is based on 42,173,561 shares of common stock outstanding as of May 10, 2017, as reported in the Issuer’s Form 10-Q filed on May 10, 2017.  For purposes of Section 13 of the Act, Terry Ledbetter may be deemed to beneficially own 7,438,692 shares of Company Common Stock, which constitutes approximately 17.6% of the outstanding shares of Company Common Stock, and  Reta Laurie Ledbetter may be deemed to beneficially own 5,496,462 shares of Company Common Stock, which constitutes approximately 13.0% of the outstanding shares of Company Common Stock.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the reporting persons’ Schedule 13D is hereby amended and supplemented as follows:

The description of the Voting Agreement provided in Item 4 above is incorporated herein by reference. 

 Item 7.  Material to be Filed as an Exhibit.

Item 7 of the reporting persons’ Schedule 13D is hereby amended to include the following:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 28, 2017