NEW YORK, July 8 /PRNewswire-FirstCall/ -- National
Financial Partners Corp. (NYSE: NFP), a provider of benefits,
insurance and investment services, today announced the results of
its cash tender offer for any and all of its outstanding 0.75%
Convertible Senior Notes due 2012 (the "Convertible Notes").
The tender offer expired at 12:00 midnight, New York City time, on July 7, 2010.
In accordance with the terms and conditions of the tender offer,
and based on the information provided to NFP by D.F. King & Co., Inc., the tender agent for
the tender offer, $229.9 million in
aggregate principal amount of Convertible Notes, representing
approximately 99.96% of the aggregate principal amount of the
outstanding Convertible Notes prior to the tender offer, have been
validly tendered and not withdrawn in the tender offer. All
Convertible Notes validly tendered and not withdrawn have been
accepted for payment by NFP. Payment of the aggregate
consideration of $220.3 million
(including accrued and unpaid interest) will be made in accordance
with the terms of the tender offer. After giving effect to
the purchase of the tendered Convertible Notes, $100,000 aggregate principal amount of
Convertible Notes will remain outstanding.
BofA Merrill Lynch and Goldman, Sachs & Co. acted as dealer
managers for the tender offer.
About National Financial Partners Corp.
NFP is a leading independent financial services distribution
company. NFP offers high net worth individuals and companies
throughout the United States and
in Canada comprehensive solutions
across corporate and executive benefits, life insurance and wealth
transfer, and investment advisory products and services. NFP
and its subsidiaries, including NFP Securities, Inc., provide
clients with access to objective advice and a choice of insurance
and financial products and services.
Forward-Looking Statements
This release contains certain statements relating to future
results, which are forward-looking statements. Forward-looking
statements include, without limitation, any statement that may
project, indicate or imply future results, events, performance or
achievements, and may contain the words "anticipate," "expect,"
"intend," "plan," "believe," "estimate," "propose," "may,"
"project," "will," "continue" and similar expressions of a future
or forward-looking nature. Forward-looking statements may include
discussions concerning revenue, expenses, earnings, cash flow,
impairments, losses, dividends, capital structure, credit
facilities, offerings, tender offers, market and industry
conditions, premium and commission rates, interest rates,
contingencies, the direction or outcome of regulatory
investigations and litigation, income taxes and NFP's operations or
strategy. These forward-looking statements are based on
management's current views with respect to future results.
Forward-looking statements are based on beliefs and
assumptions made by our management using currently-available
information, such as market and industry materials, experts'
reports and opinions, and current financial trends. These
statements are only predictions and are not guarantees of future
performance. Forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ
materially from those contemplated by a forward-looking statement.
These risks and uncertainties include, without limitation:
(1) NFP's ability, through its operating structure, to respond
quickly to regulatory, operational or financial situations
impacting its businesses; (2) the ability of NFP's businesses to
perform successfully following acquisition, including through
cross-selling initiatives, and NFP's ability to manage its business
effectively and profitably through its reportable segments and the
principals of its businesses; (3) any losses that NFP may take with
respect to dispositions, restructures or otherwise; (4) an economic
environment that results in fewer sales of financial products or
services; (5) the occurrence of events or circumstances that could
be indicators of impairment to goodwill and intangible assets which
require NFP to test for impairment, and the impact of any
impairments that NFP may take; (6) the impact of the adoption,
modification or change in interpretation of certain accounting
treatments or policies and changes in underlying assumptions
relating to such treatments or policies, which may lead to adverse
financial statement results; (7) NFP's success in acquiring and
retaining high-quality independent financial services businesses;
(8) the financial impact of NFP's incentive plans; (9) changes that
adversely affect NFP's ability to manage its indebtedness or
capital structure, including changes in interest rates, credit
market conditions and general economic factors; (10) securities and
capital markets behavior, including fluctuations in the price of
NFP's common stock, continuing volatility in the U.S. financial
markets, or the dilutive impact of any capital-raising efforts to
finance operations or business strategy; (11) the availability of
borrowings and letters of credit to NFP; (12) adverse results,
market uncertainty in the financial services industry, or other
consequences from litigation, arbitration, regulatory
investigations or compliance initiatives, including those related
to business practices, compensation agreements with insurance
companies, policy rescissions or chargebacks, regulatory
investigations or activities within the life settlements industry;
(13) adverse developments in the markets in which NFP operates,
resulting in fewer sales of financial products and services,
including those related to compensation agreements with insurance
companies and activities within the life settlements industry; (14)
the impact of legislation or regulations in jurisdictions in which
NFP's businesses operate, including the possible adoption of
comprehensive and exclusive federal regulation over all interstate
insurers and the uncertain impact of proposals for legislation
regulating the financial services industry; (15) uncertainty
regarding the impact of newly-adopted healthcare legislation or
resulting changes in business practices of NFP's subsidiaries that
operate in the benefits market; (16) changes in laws, including the
elimination or modification of the federal estate tax, changes in
the tax treatment of life insurance products, or changes in
regulations affecting the value or use of benefits programs, which
may adversely affect the demand for or profitability of NFP's
services; (17) developments in the availability, pricing, design or
underwriting of insurance products, revisions in mortality tables
by life expectancy underwriters or changes in NFP's relationships
with insurance companies; (18) changes in premiums and commission
rates or the rates of other fees paid to NFP's businesses,
including life settlements and registered investment advisory fees;
(19) the reduction of NFP's revenue and earnings due to the
elimination or modification of compensation arrangements, including
contingent compensation arrangements and the adoption of internal
initiatives to enhance compensation transparency, including the
transparency of fees paid for life settlements transactions; (20)
the occurrence of adverse economic conditions or an adverse
regulatory climate in New York,
Florida or California; (21) the loss of services of key
members of senior management; and (22) NFP's ability to effect
smooth succession planning. Additional factors are set forth
in NFP's filings with the Securities and Exchange Commission (the
"SEC"), including its Annual Report on Form 10-K for the year ended
December 31, 2009, filed with the SEC
on February 12, 2010 and its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on
May 10, 2010. Forward-looking
statements speak only as of the date on which they are made.
Except for its ongoing obligations under U.S. federal
securities laws, NFP expressly disclaims any obligation to update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
SOURCE National Financial Partners Corp.