Brooke amends merger with Oakmont Acquisition

By Lisa Kerner

Charlotte, N.C., May 4 - Brooke Corp. amended the structure of its Feb. 8 agreement and plan of merger with its finance company subsidiary Brooke Credit Corp., Oakmont Acquisition Corp. and Oakmont Kansas, Inc. to a single-step, two-party merger from a two-step, three-party merger.

The new plan calls for the merger of Brooke Credit with and into Oakmont, with Oakmont the surviving corporation, according to an 8-K filing with the Securities and Exchange Commission.

Under the original agreement, Oakmont Kansas would survive and change its name to Brooke Credit Corp. Oakmont Kansas is no longer a party to the agreement, and the other material terms of the merger remain unchanged.

At closing, Brooke and warrant holders will receive merger consideration of approximately 17.5 million shares of Oakmont common stock valued at about $105 million, plus an additional 4 million shares of Oakmont common stock should Brooke Credit achieve adjusted earnings of $15 million in 2007, and an additional 1 million shares if adjusted earnings of $19 million are reached in 2008. The contingent consideration is valued at some $30 million, according to a company news release.

Oakmont is a special purpose acquisition company. Brooke, based in Overland Park, Kan., sells property and casualty insurance through a network of franchised locations in the United States.

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