S.USA Life Insurance Company, Inc. entered into an agreement to acquire National Western Life Group, Inc. (NasdaqGS:NWLI) from Robert L. Moody Revocable Trust, Ross R. Moody, Russell S. Moody, Frances A. Moody-Dahlberg and others for $1.8 billion on October 8, 2023. As part of the agreement, each issued and outstanding share of National Western common stock will be converted into the right to receive $500 in cash at closing of the merger. The merger consideration will be funded through a combination of (i) cash from internal sources, (ii) a capital commitment from affiliates of Elliott Investment Management L.P. and (iii) up to $310 million borrowing under existing facilities or debt commitments, the aggregate proceeds of which will provide Prosperity Life Group and its affiliates with the funds needed to consummate the merger, including to pay the aggregate merger consideration pursuant to the merger agreement. The capital commitment will be reduced by the amount of any debt actually funded at closing if and to the extent that such debt financing is used to fund the payment of merger consideration. The completion of the merger is not conditioned on receipt of financing by Prosperity Life Group or its affiliates. The Merger Agreement contains certain additional termination rights for both Buyer and the Company, and further provides that, upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay S.USA Life Insurance a termination fee of $66.5 million.

The merger has received the unanimous approval of National Western's Board of Directors. The transaction is subject to approval by National Western's stockholders, antitrust clearance, receipt of insurance regulatory approvals, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the receipt of other required regulatory approvals, in each case, without the imposition of a Burdensome Condition (as defined in the Merger Agreement) and the absence of any law, order, injunction or other legal restraint prohibiting the Merger. The merger is expected to close in the first half of 2024. As of October 9, 2023, Former Attorney General of Louisiana Charles C. Foti, Jr., Esq, the law firm of Kahn Swick & Foti, LLC and Halper Sadeh LLC are investigating the proposed sale of National Western Life Group, Inc. is fair to National Western shareholders.

Citi acted as financial advisor and Kevin Schmidt, David Grosgold, Megan Arrogante, Thomas Kelly. Benjamin Collins-Wood, Scott Selinger, J. Michael Snypes Jr., Edward Rishty, Rafael Kariyev and Olivia Coral Daniels of Debevoise & Plimpton LLP acted as legal advisors to Prosperity Life Group and SUSA on this transaction. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider and Mark Metts, Amanda M. Todd, Andrew R. Holland, Vincent S. Onorato, Michael L. Rosenfield, Eric M. Winwood, Marian Fielding, Heather M. Palmer, Andrew Shoyer, Ram Burshtine, Teresa L. Reuter, Alan Charles Raul, John I. Sakhleh, Benjamin L. Nager, Peter D. Edgerton, Lauren G. Grau and Michael D. Mann of Sidley Austin LLP acted as legal advisors to National Western. Todd E. Freed and Patrick J Lewis of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Goldman Sachs & Co. LLC in the transaction. Goldman Sachs will receive a transaction fee of approximately $26.2 million $2 million of which became payable upon. MacKenzie Partners Inc. acted as proxy solicitor to National Western and MacKenzie Partners will be received a fee $15,000.