NEW YORK, July 1, 2013 /PRNewswire/ -- National
Financial Partners Corp. (the "Company") announced today that, in
connection with the closing of the transactions contemplated by the
Agreement and Plan of Merger, dated as of April 14, 2013 (the "Merger Agreement"), among
the Company, Patriot Parent Corp. and Patriot Merger Corp., the
Company delivered a Designated Event Repurchase Right Notice and
Notice of Execution of Supplemental Indenture to holders of its
4.0% Convertible Senior Notes due 2017 (the "Notes"), pursuant to
the Indenture, dated as of June 15,
2010 (the "Indenture"), between the Company and Wells Fargo
Bank, National Association, as trustee (the "Trustee"), notifying
holders that the Merger, which occurred on July 1, 2013 (the "Merger Effective Date"),
constituted a Designated Event, a Merger Event and a Fundamental
Change under the Indenture.
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From and after the Merger Effective Date, each holder of Notes
has the right (at their option) to require the Company to
repurchase any or all of such holder's Notes for cash at a
repurchase price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest thereon, as set forth under the
Indenture.
In the alternative, from and after the Merger Effective Date,
each holder of Notes has the right (at their option) to convert the
Notes (pursuant to, and subject to the conditions of, the
Indenture) as follows:
(a) Subject to clause (b) below,
holders of Notes shall be entitled to convert their Notes into
$1,968.97 in cash (without interest)
with respect to each $1,000 in
principal amount of Notes.
(b) If such conversion occurs on or
after the Company gives notice of the occurrence of the Fundamental
Change, and prior to 12:01 a.m.
New York City time on July 22, 2013, then the Conversion Rate shall be
increased as described in clause (e) of Section 10.01 of the
Indenture, and holders of Notes shall be entitled to convert their
Notes into $2,054.69 in cash (without
interest) with respect to each $1,000
in principal amount of Notes.
The Trustee for the Notes is Wells Fargo Bank, National
Association. For questions or assistance related to the Notes,
contact (917) 260-1544.
About NFP
National Financial Partners Corp. (NFP) and its benefits,
insurance and wealth management businesses provide diversified
advisory and brokerage services to companies and high net worth
individuals, partnering with them to preserve their assets and
prosper over the long term. NFP advisors provide innovative and
comprehensive solutions, backed by NFP's national scale and
resources. NFP operates in three business segments. The Corporate
Client Group provides corporate and executive benefits, retirement
plans and property and casualty insurance. The Individual Client
Group includes retail and wholesale life insurance brokerage and
wealth management advisory services. The Advisor Services Group
serves independent financial advisors by offering broker/dealer and
asset management products and services. Most recently NFP was
ranked eighth on Business Insurance's 100 Largest Brokers of U.S.
Business; second on Business Insurance's Largest Agents and Brokers
Headquartered in the U.S. Northeast; and as the ninth Top Global
Insurance Broker by Best's Review; it operates the third largest
executive benefits provider of nonqualified deferred compensation
plans by total clients as ranked by PlanSponsor; operates a top 10
independent broker/dealer as ranked by Investment Advisor; and has
three advisors ranked in Barron's Top 100 Independent Financial
Advisors. NFP is also a leading independent life insurance
distributor according to many top-tier carriers. For more
information, visit www.nfp.com.
Forward-Looking Information
This press release contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of
1995. 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,"
"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, market and
industry conditions, premium and commission rates, interest rates,
contingencies, the direction or outcome of regulatory
investigations and litigation, income taxes and the Company'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 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) the diversion of management's attention
from the Company's ongoing business operations; and (2) the ability
of the Company to retain and hire key personnel. 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, 2012,
filed with the SEC on February 15,
2013 and its Quarterly Report on Form 10-Q for the period
ended March 31, 2013, filed with the
SEC on May 3, 2013. Forward-looking
statements speak only as of the date on which they are made. The
Company 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.