The New American Financial Group Inc Holding in National Interstate Corp
American Financial Group Inc filed with the SEC SC 13D/A form for National Interstate Corp. The form can be accessed here: 000134100416001741. As reported in American Financial Group Inc’s form, the filler as of late owns 100% or 19,991,694 shares of the Finance–company.
National Interstate Corp stake is a new one for the for this institutional investor and it was filed because of activity on November 10, 2016. We feel this shows American Financial Group Inc’s positive view for the stock.
Reasons Why American Financial Group Inc Bought – National Interstate Corp Stock
Item 4.Purpose of Transaction
Item 4 of Schedule 13D is amended by adding the following:
On November 10, 2016, the Issuer completed the previously announced merger (the “Merger”) of GAIC Alloy, Inc. (“Merger Sub”), an Ohio corporation, with and into the Issuer, whereby the separate corporate existence of Merger Sub ceased and the Issuer became a wholly-owned subsidiary of Great American. The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of July 25, 2016, by and among Great American, Merger Sub and the Issuer, as amended by Amendment No. 1, dated as of August 15, 2016 (the “Merger Agreement”). The Merger Agreement was adopted by the shareholders of the Issuer (the “Shareholders”) at a special meeting of the Shareholders held on November 10, 2016 (the “Special Meeting”). The Merger became effective on November 10, 2016 (the “Effective Time”) pursuant to the Certificate of Merger that was filed with the Secretary of State of the State of Ohio on such date following the Special Meeting.
At the Effective Time, each outstanding Common Share of the Issuer (other than Common Shares owned by the Issuer, any wholly-owned subsidiary of the Issuer, Great
American and Merger Sub) was converted into the right to receive $32.00 per Common Share in cash, without interest and less any required withholding taxes (the “Merger Consideration”). In addition, the Issuer declared a special cash dividend of $0.50 per Common Share payable to Shareholders of record immediately prior to the Effective Time (the “Special Dividend”). The Special Dividend was funded by the Issuer with the Issuer’s dividend paying agent and will be paid promptly following completion of the Merger.
At the Effective Time, each outstanding option to purchase Common Shares granted under the Issuer’s Long Term Incentive Plan (the “Company Options”), whether or not vested, was cancelled in exchange for the right to receive a lump sum cash payment equal to the product of (a) the excess, if any, of (i) the sum of the Merger Consideration and $0.50 over (ii) the per share exercise price for such Company Option and (b) the total number of Common Shares underlying such Company Option, less applicable taxes required to be withheld. In addition, at the Effective Time, each outstanding award of restricted Common Shares granted under the Issuer’s Long Term Incentive Plan (the “Company Restricted Share Awards”) was cancelled in exchange for the right to receive a lump sum cash payment equal to the product of (i) the Merger Consideration and (ii) the number of Common Shares subject to such Company Restricted Share Award, less applicable taxes required to be withheld. In addition, each Company Restricted Share Award entitles the holder of the shares thereunder to the Special Dividend.
Pursuant to the Merger Agreement, at the Effective Time, all members of the Company’s Board of Directors (Joseph E. Consolino, Ronald J. Brichler, I. John Cholnoky, Patrick J. Denzer, Gary J. Gruber, Donald D. Larson, Tony J. Mercurio, David W. Michelson, Norman L. Rosenthal, Donald W. Schwegman and Alan R. Spachman) resigned from the Company’s Board of Directors as of the Effective Time. Additionally, the directors of Merger Sub immediately prior to the Effective Time (Ronald J. Brichler, Joseph E. Consolino, Gary J. Gruber and Donald D. Larson) became the directors of the surviving corporation immediately after the Effective Time, and the officers of the Company immediately prior to the Effective Time became the officers of the surviving corporation immediately after the Effective Time.
Pursuant to the Merger Agreement, at the Effective Time, the fourth amended and restated articles of incorporation of the Company were amended to read the same as the articles of incorporation of Merger Sub in effect immediately prior to the Effective Time and as so amended will be the articles of incorporation of the surviving corporation.
Pursuant to the Merger Agreement, at the Effective Time, the amended and restated code of regulations of the Company was amended to read the same as the code of regulations of Merger Sub in effect immediately prior to the Effective Time and as so amended will be the code of regulations of the surviving corporation.
On November 10, 2016, in connection with the completion of the Merger, the Issuer notified The NASDAQ Stock Market LLC (“NASDAQ”) of the completion of the Merger and requested that trading in the Common Shares be suspended and that the Common Shares be withdrawn from listing on the NASDAQ Global Select Market. On November 10, 2016, NASDAQ filed a notification of removal from listing on Form 25 with the SEC with respect to the Common Shares to report the delisting of the Common Shares from the NASDAQ Global Select Market and suspend trading of the Common Shares on the NASDAQ Global Select Market as of the close of trading on November 10, 2016.
The Issuer intends to file with the SEC a certificate and notice of termination on Form 15 with respect to the Common Shares, requesting that the Common Shares be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of the Issuer with respect to the Common Shares under Sections 13 and 15(d) of the Exchange Act be suspended.
National Interstate Corp Institutional Sentiment
Latest Security and Exchange filings show 59 investors own National Interstate Corp. The institutional ownership in Q3 2015 is high, at 85.69% of the outstanding shares. This is decreased by 49575 the total institutional shares. 17077367 were the shares owned by these institutional investors. In total 8 funds opened new National Interstate Corp stakes, 18 increased stakes. There were 6 that closed positions and 23 reduced them.
2 managers had the stock in their top Ten. Notable investors are: American Financial Group Inc..
M Holdings Securities Inc is an institutional investor bullish on National Interstate Corp, owning 8439 shares as of Q3 2015 for 0.16% of its portfolio. Gabelli Securities Inc owns 69921 shares or 0.26% of its portfolio. OH American Financial Group Inc have 19.69% of their stock portfolio for 10200000 shares. Further, Rutabaga Capital Management Llc reported stake worth 2.91% of its US stock portfolio. The MA Longfellow Investment Management Company Llc owns 322669 shares. National Interstate Corp is 3.13% of the manager’s US portfolio.
National Interstate Corporation and its subsidiaries operate as an insurance holding company that underwrites and sells traditional and alternative property and casualty insurance products to the passenger transportation, trucking and moving and storage industries, general commercial insurance to small businesses in Hawaii and Alaska and personal insurance to owners of recreational vehicles throughout the United States. The Company is a specialty property and casualty insurance company with a focus on the transportation industry. The Company operates through property and casualty insurance segment. The Company offers approximately 40 product lines in the specialty property and casualty insurance market, which it groups into approximately four general business components: alternative risk transfer (ART), transportation, specialty personal lines, and Hawaii and Alaska based on the class of business, insureds’ risk participation or geographic location.
SEC Form 13D is filed within 10 days, by anyone who acquires beneficial ownership of 5%+ of any public firm. Activist investors and practices such as: company breakups, hostile takeovers, and change of control events, are permitted for this form filers. A filer must promptly update its 13D filing in case of acquisition or disposition of 1% or more of the securities that are the subject of the filing.
Insitutional Activity: The institutional sentiment increased to 1.57 in 2016 Q2. Its up 0.39, from 1.18 in 2016Q1. The ratio is positive, as 5 funds sold all National Interstate Corporation shares owned while 18 reduced positions. 12 funds bought stakes while 24 increased positions. They now own 16.89 million shares or 0.55% more from 16.79 million shares in 2016Q1.
Wells Fargo And Mn holds 1,800 shares or 0% of its portfolio. Alliancebernstein Lp has invested 0% of its portfolio in National Interstate Corporation (NASDAQ:NATL). Longfellow Invest Limited Liability Corporation last reported 3.2% of its portfolio in the stock. The New York-based Fortress Investment Grp Ltd Liability has invested 0.22% in National Interstate Corporation (NASDAQ:NATL). The North Carolina-based Bancshares Of America De has invested 0% in National Interstate Corporation (NASDAQ:NATL). Da Davidson And reported 4,395 shares or 0% of all its holdings. Swiss Bank last reported 0% of its portfolio in the stock. Schwab Charles Invest Management Incorporated accumulated 0% or 22,248 shares. Glenmede Na last reported 215,710 shares in the company. Confluence Investment Limited Com last reported 71,573 shares in the company. Orinda Asset Management Limited Liability Corporation accumulated 0.42% or 12,667 shares. Omers Administration last reported 36,000 shares in the company. Commonwealth Of Pennsylvania Public School Empls Retrmt holds 0.01% or 24,180 shares in its portfolio. Invesco Ltd owns 9,171 shares or 0% of their US portfolio. Nationwide Fund reported 4,803 shares or 0% of all its holdings.
The stock closed at $32.51 during the last session. It is down 5.79% since April 11, 2016 and is uptrending. It has outperformed by 1.87% the S&P500.
National Interstate Corporation and its subsidiaries operate as an insurance holding firm that underwrites and sells traditional and alternative property and casualty insurance products to the passenger transportation, trucking and moving and storage industries, general commercial insurance to small businesses in Hawaii and Alaska and personal insurance to owners of recreational vehicles throughout the United States. The company has a market cap of $649.62 million. The Firm is a specialty property and casualty insurance firm with a focus on the transportation industry. It has a 23.52 P/E ratio. The Firm operates through property and casualty insurance segment.
More notable recent National Interstate Corporation (NASDAQ:NATL) news were published by: Businesswire.com which released: “American Financial Group, Inc. and National Interstate Corporation Announce …” on November 10, 2016, also Insurancejournal.com with their article: “Great American Insurance to Acquire National Interstate Corporation” published on July 25, 2016, Crainscleveland.com published: “National Interstate has large expansion plans” on August 21, 2016. More interesting news about National Interstate Corporation (NASDAQ:NATL) were released by: Globenewswire.com and their article: “Special Committee of National Interstate Corporation Rejects Latest Proposal …” published on June 29, 2016 as well as Crainscleveland.com‘s news article titled: “American Financial Group seeks to buy remaining shares of National Interstate …” with publication date: March 07, 2016.
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