Farm Bureau Property & Casualty Insurance Company ("FBPCIC") submitted proposal to acquire 40% stake in FBL Financial Group, Inc. (NYSE:FFG) from Capital Returns Management, LLC and others for approximately $460 million on September 4, 2020. FBPCIC will acquire all of the outstanding shares of Class A common stock and Class B common stock of FBL Financial that are not currently owned by FBPCIC or the Iowa Farm Bureau Federation at a purchase price of $47 per share in cash. FBPCIC entered into an agreement to acquire 39% stake in FBL Financial Group, Inc. for approximately $530 million on January 11, 2021. FBPCIC entered into an amended agreement to acquire 39% stake in FBL Financial Group, Inc. for approximately $580 million on May 2, 2021. Under the terms of agreement, FBPCIC will acquire all of the outstanding shares of Class A common stock and Class B common stock of FBL Financial that are not currently owned by FBPCIC or the Iowa Farm Bureau Federation at a purchase price of $56 per share in cash. The Iowa Farm Bureau Federation owns approximately 60% of FBL Financial's Class A common stock and approximately 67% of FBL Financial's Class B common stock. Iowa Farm Bureau Federation will continue to be the majority owner of FBL Financial after the closing of the transaction. Following completion of the transaction, FBL Financial’s business will continue to be run in a manner that is generally consistent with its current operations, while enjoying the operational benefits and cost savings inherent in FBL Financial no longer being a public company. As of May 2, 2021, FBL Financial Group, Inc. entered into an amendment to the Agreement and Plan of Merger, pursuant to which each outstanding Class A common share and Class B common share of FBL will be converted into the right to receive $61.00 per Common Share in cash, without interest and less any required withholding taxes, an increase of $5 above the previous merger consideration of $56.00 per share, in cash, without interest. In case of termination, FBL Financial is required to pay a termination fee of $18.5 million to FBPCIC or 4.5% of the equity value of the transaction. As of May 2, 2021, Farm Bureau will be entitled to receive a termination fee of $20,127,059, an increase from the previous termination fee of $18,477,300, from FBL The transaction is subject to the negotiation of mutually acceptable transaction documents, the receipt of required regulatory approvals, which will include approval of the Iowa Insurance Division for FBPCIC’s proposed investment in FFG, 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 and condition of no more than 7% of FBL Financial common shares outstanding as of the effective time of merger shall have properly demanded and not withdrawn appraisal rights under Iowa law in connection with the transaction. The affirmative vote of (i) holders of at least a majority of all outstanding shares of Class A Common Stock and Series B Preferred Stock, voting together as a single class, (ii) holders of at least a majority of all outstanding shares of Class B Common Stock and (iii) holders of at least a majority of all outstanding shares of Common Stock held by all of the holders of outstanding shares of Common Stock (excluding IFBF and its affiliates, FBPCIC and its affiliates, and the directors and officers of IFBF, FBPCIC and each of their respective affiliates) and each of the respective Directors and officers. Condition of no more than 7% of FBL Financial common shares outstanding as of the effective time of merger shall be dissenting rights. Transaction is also subject to approval of a majority of the shares of Class A common stock of FBL Financial not owned by IFBF, FBPCIC. The transaction is also subject to approval from a special committee of FFG Board. The transaction will not be subject to a financing condition. On September 14, 2020, the Board of Directors of FBL Financial Group, Inc. established a special committee of the Board to consider the proposal received from Farm Bureau Property & Casualty Insurance Company. The Board appointed as the members of the Special Committee independent directors Roger Brooks, Paul Juffer and Paul Larson. Capital Returns Management, one of the top 10 beneficial owners of FBL Financial sent a letter to the Special Committee of the FBL's Board of Directors on December 1, 2020 mentioning that $47 per share offer of Farm Bureau Property and Casualty Insurance is grossly inadequate. As of January 11, 2021, the board of directors of FBPCIC approved the transaction and following the unanimous recommendation of the special committee of the FBL Financial, the transaction was unanimously approved by FBL Financial’s Board of Directors. As of April 27, 2021, FBL Financial Group received the necessary approvals from the Financial Industry Regulatory Authority and the proposed transaction has now received all regulatory approvals required for closing. As on March 5, 2021, Capital Returns filed a preliminary proxy statement, seeking to solicit its fellow FBL shareholders to vote against the merger agreement. Institutional Shareholder Services recommended that FBL Financial Shareholders vote AGAINST the proposed merger of FBL with Farm Bureau Financial Property & Casualty Insurance Company. FBL Financial Group has scheduled a Special Meeting of Shareholders to be held on April 29, 2021 to vote on the proposed transaction. As of April 29, 2021, FBL Financial Group announces adjournment of special meeting of shareholders to May 21, 2021. On May 21, 2021, the shareholders of FBL approved the transaction. The transaction is expected to close in first half of 2021. As of April 7, 2021, the transaction is expected to close in May 2021. Goldman Sachs & Co. LLC is acting as financial advisor to FBPCIC and Todd E. Freed, Jon A. Hlafter, Josh LaGrange and Patrick Lewis of Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor to FBPCIC. Brian J. Fahrney, Sean M. Carney, Christopher R. Hale and Jonathan A. Blackburn of Sidley Austin LLP acted as legal advisor and Barclays Capital Inc. acted as financial advisor and provided fairness opinion for FBL's Special Committee of Board of Directors. Davis, Brown, Koehn, Shors & Roberts, P.C. acted as legal advisor for special committee of the Board of Directors of FBL. Okapi Partners, LLC acted as information agent for FBL and paid fees of $0.23 million. As compensation for its services in connection with the proposed transaction, FBL paid Barclays a $1 million retainer fee and a fee of $1 million upon the delivery of Barclays’ opinion. In addition, FBL agreed to pay Barclays, upon the closing of the proposed transaction, a $2 million success fee and an incremental success fee of 1% of any aggregate value achieved above the original $47.00 per share offer price, or approximately $0.8 million based on a $56.00 per share offer price. In addition, FBL has agreed to reimburse Barclays for a portion of its expenses incurred in connection with the merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by FBL and the rendering of Barclays’ opinion. Farm Bureau will pay Goldman Sachs, a transaction fee of $5.25 million plus a discretionary fee of up to $1.0 million, all of which will become payable at the consummation of the proposed merger. Saratoga Proxy Consulting LLC acted as proxy solicitor to Capital Returns and Capital Returns has agreed to pay fees which not exceeds $100,000. Farm Bureau Property & Casualty Insurance Company completed the acquisition of 39% stake in FBL Financial Group, Inc. (NYSE:FFG) from Capital Returns Management, LLC and others on May 25, 2021. As a result of the closing, FBL Financial Group common stock will no longer trade on the New York Stock Exchange prior to the opening of the market on May 26, 2021. IFBF will continue to be the majority owner of the Company, and shareholders of FBL Financial Group other than FBPCIC and IFBF will receive the same $61.00 per share cash consideration for their shares.