NEW YORK, June 20, 2013 /PRNewswire/ -- National Financial
Partners Corp. (NYSE: NFP) announced today that, at a special
meeting of stockholders of NFP held on June
19, 2013, NFP's stockholders voted in favor of the proposal
to adopt the previously announced Agreement and Plan of Merger,
dated as of April 14, 2013 (the
"Merger Agreement"), among Patriot Intermediate Holdings B Corp.
(formerly known as Patriot Parent Corp.) ("Parent"), Patriot Merger
Corp., a direct wholly owned subsidiary of Parent ("Merger Sub"),
and NFP, pursuant to which Merger Sub will be merged with and into
NFP, with NFP surviving the merger as a wholly-owned subsidiary of
Parent (the "Merger"). Parent and Merger Sub are beneficially
owned by affiliates of Madison Dearborn Partners, LLC.
Approximately 79.29% of NFP's total outstanding common stock
voted in person or by proxy at yesterday's special meeting. Of
these shares voted in person or by proxy at the special meeting,
approximately 97.93% were voted in favor of the proposal to adopt
the Merger Agreement, thereby approving the Merger.
NFP also announced today that its broker-dealer subsidiaries
have received approval from the Financial Industry Regulatory
Authority (FINRA) for the indirect change of ownership and control
that will result from the consummation of the Merger.
The Merger remains subject to customary closing conditions that
are required to be satisfied as of the closing date and is expected
to close on July 1, 2013.
Following consummation of the Merger, NFP will become a
privately-held company and its common stock will be delisted from
the New York Stock Exchange.
About NFP
National Financial Partners Corp. (NYSE: 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.
About Madison Dearborn Partners
Madison Dearborn Partners, based in Chicago, is one of the most experienced
private equity investment firms in the United States. Since
Madison Dearborn's formation in 1992, the firm has raised six funds
with aggregate capital of over $18
billion and has completed approximately 125
investments. Madison Dearborn
invests in businesses across a broad spectrum of industries,
including financial and transaction services; basic industries;
business and government services; consumer; health care; and
telecom, media and technology services. Its noteworthy
investments include CapitalSource, Nuveen Investments, PayPal,
TransUnion, and EVO Payments. For more information, please
visit www.mdcp.com.
Forward-Looking Statements
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 merger may not be consummated in a
timely manner, if at all; (2) the merger agreement may be
terminated in circumstances that require the Company to pay a
termination fee or reimburse certain expenses; (3) the diversion of
management's attention from the Company's ongoing business
operations; (4) the ability of the Company to retain and hire key
personnel; (5) the failure of Madison Dearborn Partners to obtain
the necessary financing to complete the merger; (6) litigation
relating to the merger; (7) the effect of the announcement of the
merger on the Company's business relationships, operating results
and business generally; (8) competitive responses to the proposed
merger; and (9) the failure of the requisite conditions precedent
to the merger to be satisfied. 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.