Basic Stats
| CIK | 1801754 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Trean Insurance Group Inc
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| May 1, 2023 |
15-12G 1 brhc200522941512g.htm 15-12G As filed with the Securities and Exchange Commission on May 1, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF |
|
| April 28, 2023 |
TIG / Trean Insurance Group Inc / Percy Rockdale LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Trean Insurance Group, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 89457R101 (CUSIP Number |
|
| April 28, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated April 28, 2023 (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Trean Insurance Group, Inc., and an |
|
| April 21, 2023 |
Altaris Completes Acquisition of Trean Insurance Group Exhibit 99.1 Altaris Completes Acquisition of Trean Insurance Group WAYZATA, MN. and NEW YORK, NY, April 21, 2023 – Trean Insurance Group, Inc. (“Trean” or the “Company”), a leading provider of products and services to the specialty insurance market, today announced the completion of the acquisition of the Company by funds managed by Altaris, LLC (collectively with its affiliates, “Altaris”) for $ |
|
| April 21, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 TREAN INSURANCE GROUP, INC. (Name of the Issuer) Trean Insurance Group, Inc. Treadstone Parent Inc. Treadstone Upper Parent Inc. Treadstone Aggregator L.P. Altaris Health Partners V, L.P. Altaris Health Partners V-A, L. |
|
| April 21, 2023 |
Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF TREAN INSURANCE GROUP, INC. A Delaware Corporation (the “Corporation”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service C |
|
| April 21, 2023 |
As filed with the Securities and Exchange Commission on April 21, 2023 As filed with the Securities and Exchange Commission on April 21, 2023 Registration No. |
|
| April 21, 2023 |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TREAN INSURANCE GROUP, INC. ARTICLE ONE Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TREAN INSURANCE GROUP, INC. ARTICLE ONE The name of the corporation is Trean Insurance Group, Inc. (hereinafter called the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered |
|
| April 21, 2023 |
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): April 21, 2023 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| April 18, 2023 |
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): April 18, 2023 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| April 18, 2023 |
Exhibit 99.1 Trean Insurance Group Receives Stockholder Approval of Proposed Merger Transaction Anticipated to Close in April 2023 WAYZATA, Minn. and NEW YORK, NY, April 18, 2023 – Trean Insurance Group, Inc. (Nasdaq: TIG) (“Trean” or the “Company”), a leading provider of products and services to the specialty insurance market, announced that at the Special Meeting of Stockholders (the “Special Me |
|
| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39392 TREAN |
|
| April 12, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 TREAN INSURANCE GROUP, INC. (Name of the Issuer) Trean Insurance Group, Inc. Treadstone Merger Sub Inc. Treadstone Parent Inc. Treadstone Upper Parent Inc. Treadstone Aggregator L.P. Altaris Health Partners V, L.P. Alta |
|
| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
|
| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
|
| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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): March 22, 2023 (March 20, 2023) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorp |
|
| March 16, 2023 |
SUBSIDIARIES OF TREAN INSURANCE GROUP, INC. Exhibit 21.1 SUBSIDIARIES OF TREAN INSURANCE GROUP, INC. Subsidiary Jurisdiction Benchmark Holding Company Minnesota •Benchmark Insurance Company Kansas •American Liberty Insurance Company, Inc. Utah •7710 Insurance Company South Carolina •Benchmark Specialty Insurance Company Arkansas Trean Corporation Minnesota •Benchmark Administrators, LLC California •Trean Reinsurance Services, LLC Minnesota |
|
| March 16, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39392 TREAN I |
|
| March 16, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 TREAN INSURANCE GROUP, INC. (Name of the Issuer) Trean Insurance Group, Inc. Treadstone Merger Sub Inc. Treadstone Parent Inc. Treadstone Upper Parent Inc. Treadstone Aggregator L.P. Altaris Health Partners V, L.P. Alta |
|
| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
|
| March 16, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
|
| March 9, 2023 |
TREAN INSURANCE GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS Exhibit 99.1 TREAN INSURANCE GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS Wayzata, MN, March 9, 2023 – Trean Insurance Group, Inc. (Nasdaq: TIG) (“Trean” or the “Company”), a leading provider of products and services to the specialty insurance market, today reported results for the fourth quarter and full year ended December 31, 2022. Fourth Quarter and Full Year 2022 Highlights • Annou |
|
| March 9, 2023 |
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): March 9, 2023 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commissi |
|
| February 14, 2023 |
TIG / TiGenix / Baker Blake - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment SC 13G/A 1 ea173461-13ga2bakertrean.htm AMENDMENT NO. 2 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Trean Insurance Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of |
|
| February 13, 2023 |
EX-99.1 2 ea173337ex99-1trean.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule |
|
| February 13, 2023 |
TIG / TiGenix / Altaris Partners, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment SC 13G/A 1 ea173337-13ga2altaristrean.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Trean Insurance Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89457R101 (CUSIP Number) December 31, 2022 (Date of Event which |
|
| January 26, 2023 |
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 26, 2023 (January 23, 2023) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of In |
|
| January 26, 2023 |
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 26, 2023 (January 23, 2023) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of In |
|
| January 19, 2023 |
PREM14A 1 ny20006673x1prem14a.htm PREM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On |
|
| January 19, 2023 |
Exhibit (d)(3) Altaris Health Partners V, L.P. Altaris Health Partners V-A, L.P. 10 E. 53rd Street, 31st Floor New York, NY 10022 December 15, 2022 Treadstone Parent Inc. c/o Altaris, LLC 10 East 53rd Street, 31st Floor New York, NY 10022 Re: Equity Commitment Ladies and Gentlemen: Altaris Health Partners V, L.P., a Delaware limited partnership and Altaris Health Partners V-A, L.P., a Delaware lim |
|
| January 19, 2023 |
Exhibit (c)(1) Project Twins PRELIMINAR Y DISCUSSION MATERIAL S FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECT ORS OCTOBER 28, 2022 | CONFIDENTIAL CONFIDENTIAL Table of Contents 2 Page 3 5 15 26 36 37 40 43 Executive Summary Selected Company Observations Preliminary Financial Considerations Other Proposal Considerations Appendices Supplemental Financial Information Supplemental Public Company & Market Observations Supplemental Industry Observations Page 1. |
|
| January 19, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 TREAN INSURANCE GROUP, INC. (Name of the Issuer) Trean Insurance Group, Inc. Treadstone Merger Sub Inc. Treadstone Parent Inc. Treadstone Upper Parent Inc. Treadstone Aggregator L.P. Altaris Health Partners V, L.P. Altaris Health Partn |
|
| January 19, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Trean Insurance Group, Inc. |
|
| January 19, 2023 |
Exhibit (d)(4) Limited Guarantee This Limited Guarantee, dated as of December 15, 2022 (this “Limited Guarantee”), is made by each of Altaris Health Partners V, L. |
|
| January 19, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 13E-3 (Form Type) Trean Insurance Group, Inc. |
|
| January 19, 2023 |
Exhibit (c)(2) Project Twins DISCUSSION MATERIALS FOR THE SPECIAL COMMITTEE OF THE BOARD OF DIRECT ORS DECEMBER 15, 2022 | CONFIDENTIAL CONFIDENTIAL Table of Contents 2 Page 3 5 10 20 21 23 30 33 Executive Summary Selected Updates Since Prior Discussion Materials Financial Analyses Appendices Selected Cost of Equity Considerations Supplemental Financial Information Illustrative Selected Company Multiple Trendlines Supplemental Public Company & Market Observations Page 1. |
|
| December 19, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among TREADSTONE PARENT INC., TREADSTONE MERGER SUB INC., and TREAN INSURANCE GROUP, INC. Dated as of December 15, 2022 TABLE OF CONTENTS ARTICLE I THE MERGER 3 Section 1.1 The Merger 3 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section 1.4 Effects of the Merger 3 Section 1.5 Organizational Documents of the Surviving Corporation 4 Section 1.6 |
|
| December 19, 2022 |
Exhibit 10.2 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?), is made and entered into as of December 15, 2022 (the ?Effective Date?), by and among TREAN INSURANCE GROUP, INC., a Delaware corporation (?Holdings?), TREAN CORPORATION, a Minnesota corporation (?Trean?), BENCHMARK ADMINISTRATORS, LL |
|
| December 19, 2022 |
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): December 19, 2022 (December 15, 2022) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of |
|
| December 19, 2022 |
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): December 19, 2022 (December 15, 2022) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of |
|
| December 19, 2022 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement?), dated as of December 15, 2022, is entered into by and among Trean Insurance Group, Inc., a Delaware corporation (the ?Company?), AHP-BHC LLC, a Delaware limited liability company (?AHP-BHC?), AHP-TH LLC, a Delaware limited liability company (?AHP-TH?), ACP-BHC LLC, a Delaware limited liability company ( |
|
| December 16, 2022 |
EX-99.1 Exhibit 99.1 Trean Insurance Group Announces Definitive Agreement to be Acquired by Altaris Capital Partners Trean Stockholders to Receive $6.15 Per Share in Cash, a Premium of Approximately 97% Company to Continue Growth Plan and Delivering Full Suite of Insurance and Reinsurance Services WAYZATA, Minn. and NEW YORK, NY, December 16, 2022 – Trean Insurance Group, Inc. (Nasdaq: TIG) (“Trea |
|
| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
|
| December 16, 2022 |
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): December 16, 2022 (December 15, 2022) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of |
|
| December 16, 2022 |
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): December 16, 2022 (December 15, 2022) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of |
|
| November 8, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3939 |
|
| November 2, 2022 |
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): November 2, 2022 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commi |
|
| November 2, 2022 |
EX-99.1 Exhibit 99.1 TREAN INSURANCE GROUP REPORTS THIRD QUARTER 2022 RESULTS Net Income of $7.6 Million and Adjusted Net Income of $5.5 Million Diluted Earnings per Share of $0.15 and Adjusted Diluted Earnings per Share of $0.11 Updates Full Year 2022 Outlook Wayzata, MN, November 2, 2022 – Trean Insurance Group, Inc. (Nasdaq: TIG) (“Trean” or the “Company”), a leading provider of products and se |
|
| October 4, 2022 |
Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?), is made and entered into as of May 6, 2022 (the ?Effective Date?), by and among TREAN INSURANCE GROUP, INC., a Delaware corporation (?Holdings?), TREAN CORPORATION, a Minnesota corporation (?Trean?), TREAN COMPSTAR H |
|
| October 4, 2022 |
Entry into a Material Definitive Agreement 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): October 4, 2022 (May 6, 2022) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorpor |
|
| October 4, 2022 |
Exhibit 10.2 EXECUTION VERSION SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?), is made and entered into as of September 28, 2022 (the ?Effective Date?), by and among TREAN INSURANCE GROUP, INC., a Delaware corporation (?Holdings?), TREAN CORPORATION, a Minnesota corporation (?Trean?), BENCHMA |
|
| August 30, 2022 |
Trean Insurance Group Increases Surplus with $50 Million Surplus Notes Offering Exhibit 99.1 Trean Insurance Group Increases Surplus with $50 Million Surplus Notes Offering WAYZATA, MINNESOTA, August 24, 2022 ? Trean Insurance Group (Nasdaq: TIG) (?Trean? or the ?Company?) a leading provider of products and services to the specialty insurance market, today announced that it has increased the surplus of its subsidiary Benchmark Insurance Company (?Benchmark?) by completing a p |
|
| August 30, 2022 |
Exhibit 10.1 EXECUTION VERSION FISCAL AGENCY AGREEMENT DATED August 24, 2022 Benchmark Insurance Company, as Issuer Up to $50,000,000 6.75% Surplus Notes due 2042 CONTENTS Section Page 1. INTERPRETATION 1 2. DEFINITIONS 1 3. APPOINTMENT OF AGENTS 4 4. AUTHENTICATION AND DELIVERY OF NOTES 4 5. [RESERVED] 5 6. PAYMENT TO THE PAYING AGENT 5 7. [RESERVED] 7 8. [RESERVED] 7 9. NOTICE OF ANY WITHHOLDING |
|
| August 30, 2022 |
Entry into a Material Definitive Agreement 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): August 30, 2022 (August 24, 2022) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Inco |
|
| August 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39392 TRE |
|
| August 3, 2022 |
Results of Operations and Financial Condition 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): August 3, 2022 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| August 3, 2022 |
Exhibit 99.1 TREAN INSURANCE GROUP REPORTS SECOND QUARTER 2022 RESULTS Net Income and Adjusted Net Income of $5.5 Million Diluted and Adjusted Diluted Earnings per Share of $0.11 Provides Third Quarter and Updates Full Year 2022 Outlook Wayzata, MN, August 3, 2022 ? Trean Insurance Group, Inc. (Nasdaq: TIG) (?Trean? or the ?Company?), a leading provider of products and services to the specialty in |
|
| June 7, 2022 |
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): June 7, 2022 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commissio |
|
| June 7, 2022 |
Exhibit 99.1 Investor Presentation June 2022 Disclaimer This presentation of Trean Insurance Group, Inc. (the ?Company?) contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are not historical or current facts. These statements may discuss the Company?s net income, cash flow, financia |
|
| May 18, 2022 |
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): May 18, 2022 (May 17, 2022) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporat |
|
| May 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39392 TR |
|
| May 4, 2022 |
Results of Operations and Financial Condition 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): May 4, 2022 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commission |
|
| May 4, 2022 |
Exhibit 99.1 TREAN INSURANCE GROUP REPORTS FIRST QUARTER 2022 RESULTS Net Income of $12.3 Million, Diluted Earnings per Share of $0.24 Adjusted Net Income of $8.3 Million, Adjusted Diluted Earnings per Share of $0.16 Provides Second Quarter and Updates Full Year 2022 Outlook Wayzata, MN, May 4, 2022 ? Trean Insurance Group, Inc. (Nasdaq: TIG) (?Trean? or the ?Company?), a leading provider of produ |
|
| April 5, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
|
| April 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Stat |
|
| March 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39392 TREAN I |
|
| March 16, 2022 |
SUBSIDIARIES OF TREAN INSURANCE GROUP, INC. Exhibit 21.1 SUBSIDIARIES OF TREAN INSURANCE GROUP, INC. Subsidiary Jurisdiction Benchmark Holding Company Minnesota ?Benchmark Insurance Company Kansas ?American Liberty Insurance Company Utah ?7710 Insurance Company South Carolina ?Benchmark Specialty Insurance Company Arkansas Trean Corporation Minnesota ?Benchmark Administrators, LLC California ?Trean Reinsurance Services, LLC Minnesota ?Westc |
|
| March 10, 2022 |
TREAN INSURACE GROUP ANNOUNCES SENIOR MANAGEMENT CHANGES Exhibit 99.1 TREAN INSURACE GROUP ANNOUNCES SENIOR MANAGEMENT CHANGES Wayzata, MN, March 9, 2022 ? Trean Insurance Group, Inc. (Nasdaq: TIG) (?Trean? or the ?Company?), a leading provider of products and services to the specialty insurance market, announced today that its Board of Directors has appointed current CEO Andrew O?Brien as Executive Chairman of the Board and appointed current President |
|
| March 10, 2022 |
TREAN INSURANCE GROUP APPOINTS PHILIP I. SMITH TO BOARD OF DIRECTORS Exhibit 99.2 TREAN INSURANCE GROUP APPOINTS PHILIP I. SMITH TO BOARD OF DIRECTORS Wayzata, MN, March 10, 2022 ? Trean Insurance Group, Inc. (Nasdaq: TIG) (?Trean? or the ?Company?), a leading provider of products and services to the specialty insurance market, announced today that its Board of Directors has appointed a new independent director, Philip I. Smith, to its Board of Directors, effective |
|
| March 10, 2022 |
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): March 10, 2022 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| March 9, 2022 |
Results of Operations and Financial Condition 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): March 9, 2022 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commissi |
|
| March 9, 2022 |
Exhibit 99.1 TREAN INSURANCE GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS, PROVIDES 2022 OUTLOOK Full Year 2021 Net Income of $19.3 Million ? 25th Consecutive Profitable Year Commitment to Profitable Growth - Full Year 2021 Gross Written Premiums Grew 31% 57% Growth in Fourth Quarter Net Earned Premiums and 83% Growth for Full Year Wayzata, MN, March 9, 2022 ? Trean Insurance Group, Inc |
|
| February 2, 2022 |
TIG / TiGenix / Baker Blake - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
|
| January 14, 2022 |
TIG / TiGenix / Altaris Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Trean Insurance Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89457R101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
|
| December 28, 2021 |
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): December 28, 2021 (December 27, 2021) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of |
|
| December 28, 2021 |
TREAN INSURANCE GROUP LAUNCHES NEW E&S CARRIER, BENCHMARK SPECIALTY INSURANCE COMPANY Exhibit 99.1 TREAN INSURANCE GROUP LAUNCHES NEW E&S CARRIER, BENCHMARK SPECIALTY INSURANCE COMPANY Wayzata, MN, December 27, 2021 ? Trean Insurance Group, Inc. (Nasdaq: TIG), a leading provider of products and services to the specialty insurance market, announced today that its subsidiary, Benchmark Insurance Company, a leading writer of program business, formed a new excess and surplus lines subs |
|
| November 12, 2021 |
Results of Operations and Financial Condition 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): November 10, 2021 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Comm |
|
| November 12, 2021 |
Results of Operations and Financial Condition 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): November 12, 2021 (November 10, 2021) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of |
|
| November 12, 2021 |
Exhibit 99.1 Trean Insurance Group, Inc. ? Third Quarter 2021 Earnings Conference Call, November 10, 2021 C O R P O R A T E P A R T I C I P A N T S Garrett Edson, Investor Relations, ICR, Inc. Andrew O?Brien, Chief Executive Officer Julie Baron, President and Chief Operating Officer Nicholas Vassallo, Chief Financial Officer C O N F E R E N C E C A L L P A R T I C I P A N T S Pablo Singzon, JPMorg |
|
| November 12, 2021 |
Exhibit 99.1 TREAN INSURANCE GROUP REPORTS THIRD QUARTER 2021 RESULTS - 34.3% Year-over-Year Growth in Third Quarter 2021 Gross Written Premiums to $177.6 Million - - 86.5% Year-over-Year Growth in Third Quarter Net Earned Premium to $52.0 Million - - Net Income of $6.5 Million, Diluted Earnings per Share of $0.13 - - Adjusted Net Income of $7.7 Million, Adjusted Diluted Earnings per Share of $0.1 |
|
| November 12, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3939 |
|
| October 18, 2021 |
Trean Insurance Group, Inc. 150 Lake Street West Wayzata, MN 55391 Trean Insurance Group, Inc. 150 Lake Street West Wayzata, MN 55391 October 18, 2021 Via EDGAR Transmission and E-mail U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael Volley Amit Pande Re: Trean Insurance Group, Inc. (the ?Registrant?) Form 10-K Filed March 26, 2021 Response dated August 19, 2021 |
|
| August 19, 2021 |
Trean Insurance Group, Inc. 150 Lake Street West Wayzata, MN 55391 Trean Insurance Group, Inc. 150 Lake Street West Wayzata, MN 55391 August 19, 2021 Via EDGAR Transmission and E-mail U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael Volley Amit Pande Re: Trean Insurance Group, Inc. (the ?Registrant?) Form 10-K for the Fiscal Year Ended December 31, 2020 Filed Ma |
|
| August 13, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39392 TRE |
|
| August 11, 2021 |
Results of Operations and Financial Condition 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): August 11, 2021 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commis |
|
| August 11, 2021 |
Exhibit 99.1 TREAN INSURANCE GROUP REPORTS SECOND QUARTER 2021 RESULTS - 43% Year-over-Year Growth in Second Quarter 2021 Gross Written Premiums to $156.6 Million - - 124% Year-over-Year Growth in Second Quarter Net Earned Premium to $47.9 Million - - Net Income of $2.1 Million, Diluted Earnings per Share of $0.04 - - Adjusted Net Income of $4.3 Million, Adjusted Diluted Earnings per Share of $0.0 |
|
| July 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2021 (July 20, 2021) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Juri |
|
| July 22, 2021 |
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): July 22, 2021 (July 20, 2021) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorpor |
|
| July 1, 2021 |
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): July 1, 2021 (June 30, 2021) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorpora |
|
| June 14, 2021 |
Exhibit 99.1 TREAN INSURANCE GROUP PROMOTES JULIE BARON TO PRESIDENT AND CHIEF OPERATING OFFICER AND NICHOLAS VASSALLO TO CHIEF FINANCIAL OFFICER Wayzata, MN, June 14, 2021 ? Trean Insurance Group, Inc. (Nasdaq: TIG), a leading provider of products and services to the specialty insurance market, announced today that it is promoting Chief Financial Officer Julie Baron to the new position of Preside |
|
| June 14, 2021 |
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): June 14, 2021 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commissi |
|
| May 21, 2021 |
TABLE OF CONTENTS Filed Pursuant to 424(b)(4) Registration No. 333-256220 Prospectus 5,000,000 shares ? Trean Insurance Group, Inc. Common Stock This is a public offering of 5,000,000 shares of common stock of Trean Insurance Group, Inc. The selling stockholders identified in this prospectus are offering all of the shares offered hereby. We will not receive any proceeds from the sale of shares of |
|
| May 19, 2021 |
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): May 19, 2021 (May 18, 2021) TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporat |
|
| May 17, 2021 |
Trean Insurance Group, Inc. 150 Lake Street West Wayzata, MN 55391 CORRESP 1 filename1.htm Trean Insurance Group, Inc. 150 Lake Street West Wayzata, MN 55391 May 17, 2021 BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3561 Re: Trean Insurance Group, Inc. Registration Statement on Form S-1 File No. 333-256220 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 (the “Securi |
|
| May 17, 2021 |
As filed with the Securities and Exchange Commission on May 17, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 17, 2021 Registration No. |
|
| May 17, 2021 |
TREAN INSURANCE GROUP, INC. [•] Shares of Common Stock Underwriting Agreement EX-1.1 2 nt10022331x2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 TREAN INSURANCE GROUP, INC. [•] Shares of Common Stock Underwriting Agreement May [•], 2021 J.P. Morgan Securities LLC Evercore Group L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Evercore Group L.L.C. 55 East 52nd Street New York |
|
| May 17, 2021 |
[Signature Page to Underwriters’ Acceleration Request] J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606 May 17, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Trean Insurance Group, Inc. Registratio |
|
| May 13, 2021 |
TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN 2021 MARKET STOCK UNIT AWARD AGREEMENT Exhibit 10.2 TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN 2021 MARKET STOCK UNIT AWARD AGREEMENT This Market Stock Unit Award Agreement (this ?MSU Award Agreement?), dated as of March 26, 2021 (the ?Date of Grant?), is made by and between Trean Insurance Group, Inc., a Delaware corporation (the ?Company?), and [] (the ?Participant?). Capitalized terms used but not defined herein shall h |
|
| May 13, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39392 TR |
|
| May 13, 2021 |
TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN 2021 PERFORMANCE STOCK UNIT AWARD AGREEMENT Exhibit 10.1 TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN 2021 PERFORMANCE STOCK UNIT AWARD AGREEMENT This Performance Stock Unit Award Agreement (this ?PSU Award Agreement?), dated as of March 26, 2021 (the ?Date of Grant?), is made by and between Trean Insurance Group, Inc., a Delaware corporation (the ?Company?), and [] (the ?Participant?). Capitalized terms used but not defined here |
|
| May 12, 2021 |
Exhibit 99.1 TREAN INSURANCE GROUP REPORTS FIRST QUARTER 2021 RESULTS - 36% Year-over-Year Growth in First Quarter 2021 Gross Written Premiums to $146.7 Million ? - 83% Year-over-Year Growth in First Quarter Net Earned Premium to $41.1 Million - - Net Income of $6.8 Million, Diluted Earnings per Share of $0.13 - - Adjusted Net Income of $8.0 Million, Adjusted Diluted Earnings per Share of $0.16 - |
|
| May 12, 2021 |
Results of Operations and Financial Condition 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): May 12, 2021 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commissio |
|
| April 6, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
|
| April 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Staement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
|
| March 26, 2021 |
Exhibit 4.1 Description of capital stock The following description of the capital stock of Trean Insurance Group, Inc. (?Company,? ?we,? ?us,? or ?our?) and provisions of our amended and restated certificate of incorporation and our amended and restated by-laws are summaries and do not purport to be complete. They are qualified in their entirety by reference to our amended and restated certificate |
|
| March 26, 2021 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on March 26, 2021 Confidential treatment requested by Trean Insurance Group, Inc. |
|
| March 26, 2021 |
Exhibit 10.15 SECOND AMENDED AND RESTATED CREDIT AGREEMENT among Trean Insurance Group, Inc., as Holdings and a Borrower, TREAN CORPORATION, TREAN COMPSTAR HOLDINGS LLC, and BENCHMARK ADMINISTRATORS, LLC, as the Borrower, The Other Loan Parties from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, and FIRST HORIZON BANK, as Administrative Agent Dated as of July 16 |
|
| March 26, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39392 TREAN I |
|
| March 26, 2021 |
SUBSIDIARIES OF TREAN INSURANCE GROUP, INC. Exhibit 21.1 SUBSIDIARIES OF TREAN INSURANCE GROUP, INC. Subsidiary Jurisdiction Benchmark Holding Company Minnesota ?Benchmark Insurance Company Kansas ?American Liberty Insurance Company Utah ?7710 Insurance Company South Carolina Trean Corporation Minnesota ?Benchmark Administrators, LLC California ?Trean Reinsurance Services, LLC Minnesota ?Westcap Insurance Services, LLC California Trean Comp |
|
| March 24, 2021 |
Results of Operations and Financial Condition 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): March 24, 2021 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Commiss |
|
| March 24, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
|
| March 24, 2021 |
EX-99.1 Exhibit 99.1 TREAN INSURANCE GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS - 37% Year-over-Year Growth in Fourth Quarter 2020 Gross Written Premiums to $134.5 Million - - Net Income of $8.1 Million, Diluted Earnings per Share of $0.16 - - Adjusted Net Income of $11.2 Million, Adjusted Diluted Earnings per Share of $0.22 - Wayzata, MN, March 24, 2021 – Trean Insurance Group, Inc. |
|
| January 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Trean Insurance Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89457R101 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
|
| November 13, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3939 |
|
| November 12, 2020 |
Exhibit 99.1 TREAN INSURANCE GROUP REPORTS THIRD QUARTER 2020 RESULTS - 23% Year-over-Year Growth in Gross Written Premiums to $132.3 Million - - Net Income of $69.3 Million, Diluted Earnings per Share of $1.41 - - Adjusted Net Income of $10.5 Million, Adjusted Diluted Earnings per Share of $0.21 - - Significant Year-over-Year Improvement in Loss and Combined Ratios - Wayzata, MN, November 12, 202 |
|
| November 12, 2020 |
Results of Operations and Financial Condition 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): November 12, 2020 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39392 84-4512647 (State or Other Jurisdiction of Incorporation) (Comm |
|
| August 28, 2020 |
Exhibit 10.5 DIRECTOR NOMINATION AGREEMENT DIRECTOR NOMINATION AGREEMENT, dated as of July 16, 2020 (this “Agreement”), by and among Trean Insurance Group, Inc., a Delaware corporation (the “Company”), AHP-BHC LLC, AHP-TH LLC, ACP-BHC LLC and ACP TH LLC (collectively, together with their respective Permitted Transferees, the “Altaris Funds”). WHEREAS, the Company has determined that it is in its b |
|
| August 28, 2020 |
Exhibit 10.3 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of July 16, 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”) and Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”). Each of Trean, BIC Holdings and Trean Hol |
|
| August 28, 2020 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TREAN INSURANCE GROUP, INC. Pursuant to Section 103 of the General Corporation Law of the State of Delaware (the “DGCL”) the undersigned, Andrew M. O’Brien, President, Chief Executive Officer and Director of Trean Insurance Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), |
|
| August 28, 2020 |
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT by and among TREAN INSURANCE GROUP, INC. and THE PERSONS LISTED ON SCHEDULE A HERETO Dated as of July 20, 2020 1 Table of Contents Page Section 1. Definitions 2 Section 2. Registration Rights 4 (a) Demand Registration 4 (b) Priority on Demand Registrations 4 (c) Restrictions on Demand Registrations 5 (d) Selection of Underwriters 5 (e) Effective Period of |
|
| August 28, 2020 |
Exhibit 10.7 TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”), dated as of July 16 2020, is by and among Altaris Capital Partners, LLC, a Delaware limited liability company (“Advisor”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”), Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”), and Trean Insurance Group, Inc., a Delaware c |
|
| August 28, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39392 TRE |
|
| August 28, 2020 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF TREAN INSURANCE GROUP, INC. a Delaware corporation Effective July 16, 2020 TABLE OF CONTENTS Page Article I OFFICES 2 Section 1.1 Registered Office 2 Section 1.2 Other Offices 2 Article II MEETINGS OF STOCKHOLDERS 2 Section 2.1 Place of Meetings 2 Section 2.2 Annual Meetings 2 Section 2.3 Special Meetings 3 Section 2.4 Nature of Business at Meetings of S |
|
| August 28, 2020 |
TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN Exhibit 10.6 TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates whose cont |
|
| August 28, 2020 |
Exhibit 10.2 REORGANIZATION AGREEMENT This REORGANIZATION AGREEMENT (this “Agreement”), dated as of July 16, 2020, is made and entered into by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”), Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”), Trean Corporation, a Minnesota cor |
|
| August 28, 2020 |
Exhibit 10.4 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of July 16, 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), and Trean Compstar Holdings LLC, a Delaware limited liability company (“Trean Compstar”). Each of Trean and Compstar Holding is referred to individually as a “Party” and collectively with the ot |
|
| August 27, 2020 |
falseTrean Insurance Group, Inc.150 LAKE STREET WESTWAYZATAMN974-2222000180175400018017542020-08-272020-08-27 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): August 27, 2020 TREAN INSURANCE GROUP, INC. (Exact name of registrant as |
|
| August 27, 2020 |
TREAN INSURANCE GROUP REPORTS SECOND QUARTER 2020 RESULTS Exhibit 99.1 TREAN INSURANCE GROUP REPORTS SECOND QUARTER 2020 RESULTS - Grows Gross Written Premiums by 5% to $109.6 Million Despite COVID-19 Environment - Wayzata, MN, August 27, 2020 – Trean Insurance Group, Inc. (Nasdaq: TIG) (“Trean” or the “Company”), a leading provider of products and services to the specialty insurance market, today reported results for the second quarter ended June 30, 20 |
|
| August 11, 2020 |
TIG / TiGenix / Altaris Partners, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Trean Insurance Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 89457R101 (CUSIP Number) July 20, 2020 – Initial Public Offering (Date of Event which Requires Filing of this Statement) Check the appropri |
|
| August 11, 2020 |
Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restat |
|
| July 17, 2020 |
TABLE OF CONTENTS Filed Pursuant to 424(b)(4) Registration No. 333-239291 Prospectus 10,714,286 shares Trean Insurance Group, Inc. Common Stock This is the initial public offering of common stock of Trean Insurance Group, Inc. We are offering 7,142,857 shares of our common stock. The selling stockholders identified in this prospectus are offering an additional 3,571,429 shares of our common stoc |
|
| July 16, 2020 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TREAN INSURANCE GROUP, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TREAN INSURANCE GROUP, INC. Pursuant to Section 103 of the General Corporation Law of the State of Delaware (the “DGCL”) the undersigned, Andrew M. O’Brien, President, Chief Executive Officer and Director of Trean Insurance Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), |
|
| July 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TREAN INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 84-4512647 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification |
|
| July 16, 2020 |
As filed with the Securities and Exchange Commission on July 16, 2020 Registration No. |
|
| July 13, 2020 |
Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
|
| July 13, 2020 |
TREAN INSURANCE GROUP, INC. [•] Shares of Common Stock Underwriting Agreement Exhibit 1.1 TREAN INSURANCE GROUP, INC. [•] Shares of Common Stock Underwriting Agreement [•], 2020 J.P. Morgan Securities LLC Evercore Group, L.L.C. William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Evercore Group, L.L.C. 55 East 52nd Street New York, New York 10 |
|
| July 13, 2020 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TREAN INSURANCE GROUP, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TREAN INSURANCE GROUP, INC. Pursuant to Section 103 of the General Corporation Law of the State of Delaware (the “DGCL”) the undersigned, Andrew M. O’Brien, President, Chief Executive Officer and Director of Trean Insurance Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), |
|
| July 13, 2020 |
J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Evercore Group, L.L.C. 55 East 52nd Street New York, New York 10055 William Blair & Company, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606 July 13, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Trean Insurance Group, Inc. Registrat |
|
| July 13, 2020 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF TREAN INSURANCE GROUP, INC. a Delaware corporation Effective , 2020 TABLE OF CONTENTS Page Article I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 Article II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Nature of Business at Meetings of Stockhol |
|
| July 13, 2020 |
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT by and among TREAN INSURANCE GROUP, INC. and THE PERSONS LISTED ON SCHEDULE A HERETO Dated as of [•], 2020 Table of Contents Page Section 1. Definitions 1 Section 2. Registration Rights 4 (a) Demand Registration 4 (b) Priority on Demand Registrations 4 (c) Restrictions on Demand Registrations 5 (d) Selection of Underwriters 5 (e) Effective Period of Deman |
|
| July 13, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 13, 2020 Registration No. |
|
| July 13, 2020 |
Trean Insurance Group, Inc. 150 Lake Street West Wayzata, MN 55391 July 13, 2020 BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3561 Attn: John Stickel Attorney Advisor Re: Trean Insurance Group, Inc. Registration Statement on Form S-1 File No. 333-239291 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933 |
|
| July 9, 2020 |
Exhibit 10.4 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of [•], 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), and Trean Compstar Holdings LLC, a Delaware limited liability company (“Trean Compstar”). Each of Trean and Compstar Holding is referred to individually as a “Party” and collectively with the other |
|
| July 9, 2020 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF TREAN INSURANCE GROUP, INC. a Delaware corporation Effective , 2020 TABLE OF CONTENTS Page Article I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 Article II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Nature of Business at Meetings of Stockhol |
|
| July 9, 2020 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TREAN INSURANCE GROUP, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TREAN INSURANCE GROUP, INC. Pursuant to Section 103 of the General Corporation Law of the State of Delaware (the “DGCL”) the undersigned, Andrew M. O’Brien, President, Chief Executive Officer and Director of Trean Insurance Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), |
|
| July 9, 2020 |
Exhibit 10.3 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of [•], 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”) and Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”). Each of Trean, BIC Holdings and Trean Holding |
|
| July 9, 2020 |
TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN Exhibit 10.7 TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates whose cont |
|
| July 9, 2020 |
TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT Exhibit 10.9 TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT This Non-Qualified Stock Option Award Agreement (this “Option Award Agreement”), dated as of , (the “Date of Grant”), is made by and between Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Any capitalized terms used but not defined herein sha |
|
| July 9, 2020 |
Exhibit 10.5b AMENDMENT NO. 1 TO AGREEMENT This Amendment No. 1 to Agreement (this “Amendment”), dated as of July 6, 2020, is entered into by and among Blake Baker Enterprises I, Inc., a Delaware corporation, Blake Baker Enterprises II, Inc., a Delaware corporation, and Blake Baker Enterprises III, Inc., a Delaware corporation (collectively, the “Baker Entities”), Blake Baker, Compstar Holding Com |
|
| July 9, 2020 |
TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.8 TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of , (the “Date of Grant”), is made by and between Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meani |
|
| July 9, 2020 |
Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form S-1 of Trean Insurance Group, Inc., and any amendments or supplements thereto, including the prospectus contained therein, as an individual to become a director of Trean Insurance Group, Inc. upon consummation of |
|
| July 9, 2020 |
Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
|
| July 9, 2020 |
Exhibit 10.2 REORGANIZATION AGREEMENT This REORGANIZATION AGREEMENT (this “Agreement”), dated as of [•], 2020, is made and entered into by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”), Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”), Trean Corporation, a Minnesota corpora |
|
| July 9, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 9, 2020 Registration No. |
|
| July 9, 2020 |
TREAN INSURANCE GROUP, INC. [•] Shares of Common Stock Underwriting Agreement Exhibit 1.1 TREAN INSURANCE GROUP, INC. [•] Shares of Common Stock Underwriting Agreement [•], 2020 J.P. Morgan Securities LLC Evercore Group, L.L.C. William Blair & Company, L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Evercore Group, L.L.C. 55 East 52nd Street New York, New York 10 |
|
| July 2, 2020 |
July 2, 2020 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| June 19, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 19, 2020 Registration No. |
|
| June 19, 2020 |
TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN Exhibit 10.7 TREAN INSURANCE GROUP, INC. 2020 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Trean Insurance Group, Inc. 2020 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates whose cont |
|
| June 19, 2020 |
Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www. |
|
| June 19, 2020 |
Exhibit 10.6 DIRECTOR NOMINATION AGREEMENT DIRECTOR NOMINATION AGREEMENT, dated as of , 2020 (this “Agreement”), by and among Trean Insurance Group, Inc., a Delaware corporation (the “Company”), AHP-BHC LLC, AHP-TH LLC, ACP-BHC LLC and ACP TH LLC (collectively, together with their respective Permitted Transferees, the “Altaris Funds”). WHEREAS, the Company has determined that it is in its best int |
|
| June 19, 2020 |
Exhibit 10.4 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of [•], 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), and Trean Compstar Holdings LLC, a Delaware limited liability company (“Trean Compstar”). Each of Trean and Compstar Holding is referred to individually as a “Party” and collectively with the other |
|
| June 19, 2020 |
Exhibit 10.3 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of [•], 2020, by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”) and Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”). Each of Trean, BIC Holdings and Trean Holding |
|
| June 19, 2020 |
Exhibit 10.10 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT among TREAN HOLDINGS LLC, as the Parent Guarantor, TREAN CORPORATION, TREAN COMPSTAR HOLDINGS LLC, and BENCHMARK ADMINISTRATORS, LLC, as the Borrower, The Other Loan Parties from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, and FIRST HORIZON BANK, as Administrative Agent Dated as of May 26, |
|
| June 19, 2020 |
Exhibit 10.5 AGREEMENT This Agreement (this “Agreement”), dated as of June 3, 2020, is entered into by and among Blake Enterprises I, Inc., a Delaware corporation, Blake Enterprises II, Inc., a Delaware corporation, and Blake Enterprises III, Inc., a Delaware corporation (collectively, the “Baker Entities”), Blake Baker, Compstar Holding Company LLC, a Delaware limited liability company (the “Comp |
|
| June 19, 2020 |
Exhibit 16.1 June 19, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read the statements made by Trean Insurance Group, Inc. pursuant to Item 304(a)(1) of Regulation S-K, filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-1 of Trean Insurance Group, Inc. dated June 19, 2020 and we agree with su |
|
| June 19, 2020 |
Exhibit 10.9 TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”), dated as of , 2020, is by and among Altaris Capital Partners, LLC, a Delaware limited liability company (“Advisor”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”), Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”), and Trean Insurance Group, Inc., a Delaware corpora |
|
| June 19, 2020 |
Exhibit 10.2 REORGANIZATION AGREEMENT This REORGANIZATION AGREEMENT (this “Agreement”), dated as of [•], 2020, is made and entered into by and among Trean Insurance Group, Inc., a Delaware corporation (“Trean”), BIC Holdings LLC, a Delaware limited liability company (“BIC Holdings”), Trean Holdings LLC, a Delaware limited liability company (“Trean Holdings”), Trean Corporation, a Minnesota corpora |
|
| June 19, 2020 |
Exhibit 10.8 INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated as of [●], 2020 (this “Agreement”), is entered into between Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director and/or office |
|
| April 10, 2020 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001 BY HAND AND EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| April 10, 2020 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on April 10, 2020 This second draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. |
|
| April 10, 2020 |
Exhibit 10.6 DIRECTOR NOMINATION AGREEMENT DIRECTOR NOMINATION AGREEMENT, dated as of , 2020 (this “Agreement”), by and among Trean Insurance Group, Inc., a Delaware corporation (the “Company”), AHP-BHC LLC, AHP-TH LLC, ACP-BHC LLC and ACP TH LLC (collectively, together with their respective Permitted Transferees, the “Altaris Funds”). WHEREAS, the Company has determined that it is in its best int |
|
| April 10, 2020 |
SUBSIDIARIES OF TREAN INSURANCE GROUP, INC. EX-21.1 4 filename4.htm Exhibit 21.1 SUBSIDIARIES OF TREAN INSURANCE GROUP, INC. Subsidiary Jurisdiction of Incorporation or Formation American Liberty Insurance Company Utah Benchmark Administrators, LLC California Benchmark Holding Company Minnesota Benchmark Insurance Company Kansas Compstar Holding Company LLC Delaware Compstar Insurance Services, LLC California Trean Compstar Holdings LLC Del |
|
| April 10, 2020 |
Exhibit 10.8 INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated as of [●], 2020 (this “Agreement”), is entered into between Trean Insurance Group, Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director and/or office |
|
| February 11, 2020 |
Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 February 11, 2020 CONFIDENTIAL VIA EDGAR Re: Trean Insurance Group, Inc. |
|
| February 11, 2020 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on February 11, 2020 This first draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. |
