Farm Bureau Property & Casualty and Iowa Farm Bureau Federation’s FBL Financial Group Take-Private Transaction

Skadden, Arps, Slate, Meagher & Flom LLP advised Farm Bureau Property & Casualty Insurance Company and Iowa Farm Bureau Federation on the deal. Sidley Austin LLP advised the Special Committee of the Board of Directors of FBL Financial Group on the deal.

Farm Bureau Property & Casualty Insurance Company (“FBPCIC”) and FBL Financial Group, Inc. (NYSE: FFG) have reached a definitive agreement under which FBPCIC will acquire all of the outstanding shares of FBL Financial Group Class A and Class B common stock that neither FBPCIC nor the Iowa Farm Bureau Federation (“IFBF”) currently own for $56.00 per share in cash. Following the unanimous recommendation of the Special Committee of the FBL Financial Group, Inc. Board made up of independent and unaffiliated directors, the transaction was unanimously approved by FBL Financial Group’s Board of Directors.

The per share purchase price represents a 50% premium to FBL Financial Group’s unaffected closing share price of $37.25 on September 3, 2020, a 19% premium to FBPCIC’s initial proposal of $47.00 per share on September 4, 2020, and a 56% premium to the Company’s unaffected 90-day volume-weighted average share price as measured on September 3, 2020. Based on the agreed price of $56.00 per share for Class A common stock and Class B common stock not owned by FBPCIC or IFBF as of January 8, 2021, the aggregate cash purchase price is approximately $528 million.

Barclays Capital Inc. served as financial advisor to the Special Committee of the Board of Directors of FBL Financial Group.

Milliman was also engaged to provide an independent actuarial appraisal of FBL Financial Group to support the Special Committee’s evaluation and negotiation process. Goldman Sachs & Co. LLC served as financial advisor to FBPCIC.

Headquartered in West Des Moines, Iowa, FBL Financial Group is a holding company with the purpose to protect livelihoods and futures. Operating under the consumer brand name Farm Bureau Financial Services, its affiliates offer a broad range of life insurance, annuity and investment products distributed by multiline exclusive Farm Bureau agents.

Farm Bureau Property & Casualty Insurance Company is an indirect subsidiary of Farm Bureau Mutual Holding Company. The company was formed in 1939 to write automobile insurance in Iowa. Today, Farm Bureau Property & Casualty Insurance Company and its subsidiary insurance company serve in excess of 360,000 Farm Bureau client/members in eight Midwest and Western states through a network of approximately 1,000 exclusive multi-line agents and agency managers, offering a full line of personal and commercial property-casualty insurance products.

The Skadden team advising FBPCIC included M&A and Financial Institutions partners Todd Freed (New York; Picture) and Jon Hlafter (New York), counsel Patrick Lewis (New York), and associate Liana-Marie Lien (New York).

The Sidley team was led by Brian Fahrney, Christopher Hale, Jonathan Blackburn, Patrick Hogan, André Rouillard, and Sean Carney.

Involved fees earner: Jonathan Blackburn – Sidley Austin LLP; Sean Carney – Sidley Austin LLP; Brian Fahrney – Sidley Austin LLP; Christopher Hale – Sidley Austin LLP; Patrick Hogan – Sidley Austin LLP; André Rouillard – Sidley Austin LLP; Todd Freed – Skadden Arps Slate Meager & Flom; Jon Hlafter – Skadden Arps Slate Meager & Flom; Patrick Lewis – Skadden Arps Slate Meager & Flom; Liana-Marie Lien – Skadden Arps Slate Meager & Flom;

Law Firms: Sidley Austin LLP; Skadden Arps Slate Meager & Flom;

Clients: Farm Bureau Property & Casualty Insurance Company; Iowa Farm Bureau Federation; Special Committee of the Board of Directors of FBL Financial Group;

Author: Ambrogio Visconti