*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
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CUSIP No. 59833J206
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1
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Names of reporting persons
Douglas K. Bratton
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2
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Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐
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3
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SEC use only
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||||
4
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Source of funds (see instructions)
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or place of organization
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power:
0
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8
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Shared voting power:
369,069 (1)
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9
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Sole dispositive power:
0
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10
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Shared dispositive power:
445,171 (1)
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11
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Aggregate amount beneficially owned by each reporting person
445,171 (1)
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12
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Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
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13
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Percent of class represented by amount in Row 11
11.9% (1)(2)
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14
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Type of reporting person (see instructions)
IN
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CUSIP No. 59833J206
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1
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Names of reporting persons
Crestline Investors, Inc.
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2
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Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐
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3
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SEC use only
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||||
4
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Source of funds (see instructions)
AF
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or place of organization
DELAWARE
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power:
0
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8
|
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Shared voting power:
369,069 (1)
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|||
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9
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Sole dispositive power:
0
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|||
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10
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Shared dispositive power:
445,171 (1)
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11
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Aggregate amount beneficially owned by each reporting person
445,171 (1)
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||||
12
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Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
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||||
13
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Percent of class represented by amount in Row 11
11.9% (1)(2)
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14
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Type of reporting person (see instructions)
CO
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CUSIP No. 59833J206
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1
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Names of reporting persons
Crestline Management, L.P.
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2
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Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐
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3
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SEC use only
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||||
4
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Source of funds (see instructions)
AF
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||||
5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or place of organization
DELAWARE
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||||
Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power:
0
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8
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Shared voting power:
369,069 (1)
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9
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Sole dispositive power:
0
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10
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Shared dispositive power:
445,171 (1)
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11
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Aggregate amount beneficially owned by each reporting person
445,171 (1)
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||||
12
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Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
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13
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Percent of class represented by amount in Row 11
11.9% (1)
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14
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Type of reporting person (see instructions)
PN
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CUSIP No. 59833J206
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1
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Names of reporting persons
Crestline Assurance Holdings LLC
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2
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Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐
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3
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SEC use only
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4
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Source of funds (see instructions)
WC
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or place of organization
DELAWARE
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||||
Number of
shares
beneficially
owned by
each
reporting
person
with
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7
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Sole voting power:
0
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8
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Shared voting power:
369,069 (1)
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9
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Sole dispositive power:
0
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10
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Shared dispositive power:
445,171 (1)
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11
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Aggregate amount beneficially owned by each reporting person
445,171 (1)
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||||
12
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Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
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13
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Percent of class represented by amount in Row 11
11.9% (1)(2)
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14
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Type of reporting person (see instructions)
OO
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ITEM 2.
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IDENTITY AND BACKGROUND
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ITEM 4.
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PURPOSE OF THE TRANSACTION
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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(a)
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Crestline Assurance directly beneficially owns 444,444 shares of Common Stock. The manager of Crestline Assurance is Douglas K. Bratton and Crestline Management holds all voting
membership interests of Crestline Assurance. Crestline is the general partner of Crestline Management. Douglas K. Bratton is the sole director of Crestline. Crestline Assurance is controlled by Mr. Bratton and Mr. Bratton has voting and
investment power over all securities of the Issuer held by Crestline Assurance. Crestline Assurance, Crestline Management, Crestline and Mr. Bratton may each be deemed to beneficially own all securities of the Issuer held directly by
Crestline Assurance. In addition, Douglas K. Bratton directly holds 727 shares of Common Stock received upon the vesting of restricted stock units granted by the Issuer to Mr. Bratton in respect of his Board service. Mr. Bratton served on
the Board as a representative of Crestline Assurance and holds the shares of Common Stock for the benefit of Crestline Assurance.
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The 445,171 shares of Common Stock beneficially owned by the Reporting Persons represents approximately 11.9% of the outstanding Common Stock based on 3,727,976 shares of Common Stock of
the Issuer outstanding as of April 12, 2023, as reported in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 24, 2023.
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(b)
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Crestline Assurance, Crestline Management, Crestline and Mr. Bratton share the power to (i) vote and direct the vote of 369,069 shares of Common Stock beneficially owned by Crestline Assurance and (ii) dispose of
and direct the disposition of 445,171 shares of Common Stock beneficially owned by Crestline Assurance.
The Vespoint Persons file on Schedule 13D separately. For information on the Vespoint Persons and shares of Common Stock reported as beneficially owned by the Vespoint Persons, please refer to the Schedule 13D, as
amended, filed by the Vespoint Persons with respect to the shares of Common Stock. In no case do any of the Reporting Persons or the Vespoint Persons have or share voting or investment power with respect to the entirety of that number of
shares of Common Stock beneficially owned by the Reporting Persons and the Vespoint Persons. See the discussion of the Stockholders Agreement in Item 4 of this Schedule 13D pursuant to which the Reporting Persons and Vespoint Persons may be
deemed to be a Section 13(d) group.
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(c)
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The Reporting Persons have not effected any transactions in shares of Common Stock during the sixty days preceding the date of this Amendment No. 1.
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(d)
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Not applicable.
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(e)
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Not applicable.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit D
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Voting Agreement, dated April 30, 2023, by and between Midas Parent, LP and Crestline Assurance LLC.
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CRESTLINE ASSURANCE HOLDING LLC
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Date:
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05/03/2023
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By:
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/s/ Douglas K. Bratton
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Name:
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Douglas K. Bratton
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Title:
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Manager
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CRESTLINE MANAGEMENT, L.P.
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By:
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Crestline Investors, Inc., its general partner
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Date:
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05/03/2023
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By:
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/s/ John S. Cochran
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Name:
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John S. Cochran
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Title:
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Vice President
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CRESTLINE INVESTORS, INC.
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Date:
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05/03/2023
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By:
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/s/ John S. Cochran
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Name:
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John S. Cochran
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Title:
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Vice President
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DOUGLAS K. BRATTON
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Date:
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05/03/2023
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/s/ Douglas K. Bratton
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(iv)
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Promptly following the written request of Parent, or upon the Stockholder’s or any of its Affiliates’ acquisition of
beneficial (as defined in Rule 13d-3 under the Exchange Act) or record ownership of additional shares of Company Common Stock or other Company Securities after the date hereof, the Stockholder will send to Parent a written notice setting
forth the number of Subject Shares beneficially owned by the Stockholder or any of its Affiliates and indicating the capacity in which such Subject Shares are owned. The Stockholder agrees to cause any of its transferees or controlled
Affiliates that acquires any shares of Company Common Stock or other Company Securities on or after the date hereof to execute a Joinder with respect to such shares to the same extent such shares would be subject to this Agreement had they
been acquired by the Stockholder, and to the extent the Stockholder has the right to vote such shares of Common Stock or other Company Securities in respect of the Merger or otherwise has rights with respect to such shares subject to the
provisions hereof, such shares or other Company Securities shall be deemed Subject Shares for all purposes hereunder.
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(i)
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During the Support Period, the Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any
designee thereof as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable)
the Subject Shares of the Stockholder as of the applicable record date in accordance with the requirements of Section 3(a); provided, that the Stockholder’s grant of the proxy contemplated by this Section 3(b) shall be effective if,
and only if, the Stockholder has not delivered to the Company prior to the Company Stockholder Meeting and at any other meeting of the stockholders of the Company at which any of the matters described in Section 3(a) are to be considered,
including any adjournment or postponement of each of the foregoing, a duly executed proxy card directing that the shares of Company Common Stock of the Stockholder be voted in accordance with the requirements of Section 3(a) or any such
proxy card that was delivered shall have been revoked; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 3(a), and the Stockholder shall
retain the authority to vote on all other matters.
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(ii)
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The Stockholder hereby represents that, except as described on Schedule A, the Stockholder has not granted any
proxies with respect of the Subject Shares.
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(iii)
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The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the
execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Voting Agreement. The parties hereto hereby further affirm that the irrevocable proxy is
coupled with an interest and is intended to be irrevocable until the conclusion of the Support Period, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective,
then the Stockholder granting such proxy agrees, until the conclusion of the Support Period, to vote the Company Common Stock in accordance with the with the requirements of Section 3(a). The parties hereto agree that the foregoing is a
voting agreement.
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(i)
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This Voting Agreement and any Legal Actions (whether based in contract, tort, or statue) arising out of, relating to, or in
connection with this Voting Agreement or the actions of the parties hereto in the negotiation or performance hereof shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice
or conflicts of law rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. Each of the parties hereto irrevocably waives any
objections or immunities to the jurisdiction provided in this Section 6(g) to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution)
in any Legal Action arising out of or related to this Voting Agreement or the transactions contemplated hereby which is instituted in any such court.
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(ii)
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Each the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of
Delaware, New Castle County for the purposes of any Legal Action arising out of this Voting Agreement, the other agreements contemplated hereby, any transaction contemplated hereby or thereby or the negotiation or performance of any of the
foregoing. Each of the parties hereto agrees to commence any Legal Action with respect to this Voting Agreement in the Court of Chancery of the State of Delaware, New Castle County or in the event (but only in the event) that such court
does not have subject matter jurisdiction over such Legal Action, in any state or federal court within the State of Delaware. Each of the parties hereto, with regard to any Legal Action for itself and in respect of its property, (a)
irrevocably and unconditionally submits to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action related to this Voting Agreement or any of the transactions contemplated hereby in any court or
tribunal other than the aforesaid courts, and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Action with respect to this Voting Agreement, and the rights and
obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 6(g), and (ii) to the
fullest extent permitted by the applicable Law, any claim that (A) the suit, action, or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action, or proceeding is improper, or (C) this Voting
Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the addresses set forth in
Section 8.07 of the Merger Agreement or on the applicable signature page hereto, as applicable, shall be effective service of process for any litigation, suit, action or proceeding brought in any court.
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(i)
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The parties agree that irreparable damage would occur in the event that any of the provisions of this Voting Agreement were
not performed in accordance with their specific terms or were otherwise breached. Each party agrees that in the event of any breach or threatened breach by any other party of any covenant or obligation contained in this Voting Agreement,
the non-breaching party shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to (i) a decree or order of specific performance to enforce the observance and
performance of such covenant or obligation, and (ii) an injunction restraining such breach or threatened breach.
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(ii)
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Each party further agrees that (x) it will not oppose the granting of an injunction, specific performance and other
equitable relief as provided herein on the basis that the other party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity and (y) no other party or any other Person
shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6(k), and each party irrevocably waives any right it may have to require
the obtaining, furnishing or posting of any such bond or similar instrument.
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Stockholder
|
Subject Shares
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Crestline Assurance Holdings LLC
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445,171(1)
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1.
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Stockholders Agreement, dated April 24, 2020 by and among Midwest Holding Inc., Crestline Assurance Holdings LLC, Xenith Holdings LLC, Vespoint LLC, Michael Minnich
and A. Michael Salem (the “Stockholders Agreement”).
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