The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights to the following persons in the following order of priority: (i) to eligible members of Members Mutual, who are the policyholders under policies of insurance issued by Fidelity and in force on July 31, 2018 (Eligible Members); and (ii) to officers and directors of Members Mutual.
On October 5, 2018, Members Mutual, Vericity, and Fidelity Life entered into the Standby Stock Purchase Agreement (the Standby Stock Purchase Agreement) with Apex Holdco L.P. (the Standby Purchaser), an affiliate of J.C. Flowers & Co. LLC, pursuant to which the Standby Purchaser agreed, subject to certain terms and conditions, to acquire from Vericity at the Purchase Price the number of shares equal to the difference of 14,875,000 shares and the sum of (i) the number of shares of Common Stock subscribed for in the Subscription Offering and (ii) the number of shares for which orders in the Community Offering have been accepted, and, in addition, the Standby Purchaser has the right to purchase additional shares to permit the Standby Purchaser to acquire up to a majority of the Common Stock sold in the Offering (collectively, the Standby Offering), provided that no more than 20,125,000 Shares may be sold in the Offering.
In the event that shares of Common Stock are available for the Standby Purchaser to acquire in the Standby Offering, it is expected that the closings of the Standby Offering, the Subscription Offering, and the Community Offering will occur simultaneously.
It is acknowledged that the number of Shares to be sold in the Offering will be determined as described in the Prospectus (as hereinafter defined) and that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus.
Vericity has filed with the U.S. Securities and Exchange Commission (the Commission) a Registration Statement on Form S-1 (File No. 333- ) in order to register the Shares under the Securities Act of 1933, as amended (the 1933 Act), and the regulations promulgated thereunder (the 1933 Act Regulations) and has filed such amendments thereto as have been required to the date hereof (the Registration Statement). The term Registration Statement shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, including post-effective amendments. The prospectus, as amended, included in the Registration Statement at the time it initially becomes effective is hereinafter called the Prospectus, except that if any prospectus is filed by Vericity pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term Prospectus shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time such prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively.
Concurrently with the execution of this Agreement (or as promptly as practicable thereafter), Vericity is delivering to the Agents copies of the Prospectus, dated [ ], 2019, of Vericity to be used in the Subscription Offering and the Community Offering.