Item 1.01. Entry into a Material Definitive Agreement.

On January 11, 2021, FBL Financial Group, Inc. (the "Company") announced that it reached an agreement with Farm Bureau Property & Casualty Insurance Company, an Iowa domiciled stock property and casualty insurance company ("Parent") pursuant to which Parent will acquire all of the outstanding Class A common shares, without par value, and Class B common shares, without par value (collectively, the "Common Shares"), of the Company that are not currently owned or controlled by Parent or Iowa Farm Bureau Federation, an Iowa non-profit corporation ("IFBF"), pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Parent, and 5400 Merger Sub, Inc., an Iowa corporation ("Merger Sub"). IFBF and Parent currently own approximately 61% of the outstanding Common Shares.

The Merger Agreement provides for the merger of Merger Sub with and into the Company, with the Company surviving the merger (the "Merger"). Pursuant to the transactions contemplated by the Merger Agreement, each outstanding Common Share of the Company (other than shares held by the Company in treasury or by any wholly-owned Company subsidiary, or held by Merger Sub or Parent, or held by holders who have properly exercised dissenters' rights under applicable Iowa law) will be converted into the right to receive $56.00 per Common Share in cash, without interest and less any required withholding taxes (the "Merger Consideration").

Consummation of the Merger is subject to certain specified closing conditions, including approval by the Company's shareholders as described below, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, clearance by the Insurance Commissioner of the State of Iowa and approval by the Financial Industry Regulatory Authority. The obtaining of financing is not a condition to the obligations of Parent or Merger Sub to effect the Merger. The closing of the Merger is subject to a non-waivable condition that the Merger Agreement be adopted by the affirmative vote of (i) holders of at least a majority of all outstanding Class A common shares and Series B preferred shares, voting together as a single class, (ii) holders of at least a majority of all outstanding Class B common shares and (iii) holders of at least a majority of all outstanding Common Shares held by all of the holders of outstanding Common Shares (excluding IFBF and its affiliates, Parent and its affiliates, and the directors and officers of IFBF, Parent and each of their respective affiliates), in each case, entitled to vote on such matter at a meeting of shareholders duly called and held for such purpose (together, the "Required Shareholder Vote"). In addition, Parent's obligation to consummate the Merger is subject to the condition that no more than 7% of the Common Shares outstanding as of the effective time of the Merger (other than the Common Shares held by Parent, IFBF, certain of their affiliates, their respective subsidiaries, the directors and officers of the foregoing persons and any holders of Common Shares which have failed to perfect, have effectively withdrawn or which otherwise have lost their rights to appraisal under Iowa law) shall have properly demanded and not withdrawn appraisal rights under Iowa law in connection with the Merger, as further described in the Merger Agreement.

The Merger Agreement contains specified termination rights, including the right of either the Company or Parent to terminate the Merger Agreement if the Merger has not been consummated on or prior to July 11, 2021 (the "Outside Date") (unless such Outside Date is automatically extended to September 11, 2021 if all closing conditions are satisfied other than receipt of the required regulatory consents) or if the Required Shareholder Vote is not obtained after a vote of the shareholders of the Company. Parent may also terminate the Merger Agreement following an Adverse Company Recommendation (as defined herein). Even if an Adverse Company Recommendation is made, the transactions contemplated by the Merger Agreement will be submitted to a vote of the Company's shareholders unless the Merger Agreement is terminated by Parent as a result of the Adverse Company Recommendation or if it is terminated for other reasons by Parent or the Company. The Merger Agreement does not provide the Company with the right to terminate the Merger Agreement by virtue of an Adverse Company Recommendation.

The Merger Agreement contains customary representations, warranties and covenants of the Company, including covenants to use reasonable best efforts to conduct its business in all material respects in the ordinary and usual course consistent with past practice during the interim period between the execution of the Merger Agreement and consummation of the Merger and not to engage in certain types of transactions during this interim period without the prior written consent of Parent. Each of the Company, Parent and Merger Sub agreed to use such party's respective reasonable best efforts to take all actions necessary to ensure that the conditions to closing are satisfied and to consummate the transactions contemplated by the Merger Agreement as promptly as practicable. However, in connection with obtaining the required regulatory approvals for the Merger, Parent is not obligated to take or refrain from taking any action or to suffer to exist any Burdensome Condition (as defined in the Merger Agreement).

Merger Sub, Parent and IFBF have also entered into a Rollover Agreement, dated as of January 11, 2021 (the "Rollover Agreement"), pursuant to which Parent and IFBF will contribute to Merger Sub all of their Common Shares in exchange for the number of shares of Merger Sub set forth therein. The Rollover Agreement also provides that Parent and IFBF will, among other things, vote or cause to be voted their respective Common Shares in favor of any proposal to approve the Merger and the Merger Agreement.

The Merger Agreement was unanimously approved by a special committee consisting solely of independent and disinterested members of the Board of Directors (the "Board") of the Company (the "Special Committee") and by the Board, and the Special Committee and the Board unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated thereby are fair to, advisable and in the best interests of the Company and the shareholders of the Company (excluding IFBF and its affiliates, Parent and its affiliates, and the directors and officers of IFBF, Parent and each of their respective affiliates), (ii) approved and adopted the Merger Agreement, the Merger and the other transactions contemplated thereby and (iii) declared the advisability and recommended that shareholders of the Company approve and adopt the Merger Agreement and the transactions contemplated thereby (the "Company Recommendation").

Pursuant to the Merger Agreement, the Company has agreed (i) that neither it nor any of its subsidiaries nor any of the officers, directors or employees of it or its subsidiaries (in their capacities as such) will, and (ii) to direct its investment bankers, attorneys, accountants, consultants and other advisors and representatives not to, initiate, solicit, encourage, induce or knowingly facilitate or assist any inquiries or the making, submission, announcement or commencement of any proposal or offer that constitutes, or would reasonably be expected to lead to, any "Acquisition Proposal", as further described in the Merger Agreement.

These restrictions are subject to provisions that permit the Special Committee to participate in discussions with respect to an unsolicited Acquisition Proposal if the Special Committee determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Acquisition Proposal (a) constitutes or would reasonably be expected to lead to a "Superior Proposal," as further described in the Merger Agreement, and (b) that failure to enter into such discussions would be inconsistent with its fiduciary duties under Iowa law.

The Special Committee is not permitted to (i) withdraw, suspend, modify or amend the Company Recommendation in any manner adverse to Parent or publicly propose to do any of the foregoing; (ii) fail to include the Company Recommendation in the proxy statement that the Company will issue in connection with the Merger Agreement and the Merger (the "Proxy Statement"), (iii) adopt, approve, endorse or recommend or otherwise declare advisable an Acquisition Proposal, (iv) at any time following receipt of an Acquisition Proposal, fail to publicly reaffirm its adoption, approval or recommendation of the Merger Agreement and the Merger as promptly as practicable (but in any event within 10 business days after receipt of Parent's reasonable written request to do so), or (v) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Acquisition Proposal subject to Regulation 14D under the Securities Exchange Act of 1934 within 10 business days after commencement of such Acquisition Proposal (any of clauses (i), (ii), (iii), (iv) or (v) an "Adverse Company Recommendation"). However, the Special Committee may, in response to the receipt of a Superior Proposal or an "Intervening Event," as further described in the Merger Agreement, and subject to certain procedural requirements set forth in the Merger Agreement, make an Adverse Company Recommendation if the Special Committee determines, after consultation with its financial advisors and outside counsel, that failure to do so would be inconsistent with its fiduciary duties . . .




Item 8.01. Other Information

On January 11, 2021, the Company issued a press release announcing that it had entered into the Merger Agreement and a related presentation with information for investors. The press release and presentation are filed as Exhibit 99.1 and 99.2 to this Current Report, respectively, and are incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits.



Exhibit No.  Description

  2.1*         Agreement and Plan of Merger, dated as of January 11, 2021, by and
             among Fam Bureau Property and Casualty Insurance Company, 5400
             Merger Sub, Inc. and FBL Financial Group, Inc.

  2.2*         Rollover Agreement, dated as of January 11, 2021, by and among
             5400 Merger Sub, Inc. and the shareholders of FBL Financial
             Group, Inc. listed on Schedule I thereto

  99.1         Press Release issued by FBL Financial Group, Inc., dated as of
             January 11, 2021

  99.2         Presentation Issued by FBL Financial Group, Inc., dated as of
             January 11, 2021

104          Cover page Interactive Data File formatted as iXBRL (Inline
             eXtensible Business Reporting Language) and contained in
             Exhibit 101.

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

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