NFP to be Acquired by Madison Dearborn Partners for $25.35 per Share in Cash

Mon Apr 15, 2013 8:00am EDT

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Equity Value of Transaction is Approximately $1.3 Billion
NEW YORK,  April 15, 2013  /PRNewswire/ -- National Financial Partners Corp.
(NYSE: NFP), a leading provider of benefits, insurance and wealth management
services, today announced that it has entered into a definitive agreement with
Madison Dearborn Partners, LLC, a private equity investment firm, under which a
controlled affiliate of Madison Dearborn will acquire NFP.

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Under the terms of the agreement, NFP shareholders will receive  $25.35  in cash
for each share of NFP common stock they own, in a transaction with an equity
value of approximately  $1.3 billion, which includes the full value of the
Company's convertible debt. The purchase price represents a premium of
approximately 26 percent over NFP's closing share price of  $20.05  on  March
12, 2013, the last day of trading prior to press reports that NFP was
considering a possible sale of the Company.

As previously disclosed, as a result of interest it had received from private
equity firms, NFP's Board of Directors formed a special committee of independent
directors to explore a possible sale of the Company. After a thorough and
rigorous process, and with the assistance of its legal and financial advisors,
the special committee negotiated and recommended this transaction with Madison
Dearborn to the full Board. The transaction was unanimously approved by the

"This compelling transaction provides shareholders with substantial value, and
is a successful outcome of the thorough process undertaken by our Board," said 
Jessica M. Bibliowicz, chairman and chief executive officer of NFP. "This
agreement also provides significant opportunities for our clients and employees
by partnering with an extremely well-respected firm with proven expertise in the
financial services sector.  NFP has a solid foundation, and we are confident the
Company will thrive as a private enterprise in this next chapter of its

"Madison Dearborn's interest in NFP is a clear endorsement of the quality and
success of our business, the value of our client-centric culture, and the hard
work and dedication of our people. We are confident that partnering with this
world-class investor will help us continue to execute on our long-term One NFP
strategy and grow the business," said  Douglas W. Hammond, president and chief
operating officer of NFP. As previously disclosed, the Board expects to appoint
Mr. Hammond chief executive officer of NFP when Ms. Bibliowicz steps down from
that role in May.

"We are pleased to have this opportunity to invest in NFP and help the Company
advance its strategy," said  Vahe Dombalagian, a managing director at Madison
Dearborn. "We look forward to working closely with the Company's leadership team
as it continues to build a strong diversified business. We fully support NFP's
focus on providing high-quality and value-added services to all of its clients,
including corporations, through a more unified brand across its business

Madison Dearborn has obtained debt financing commitments from Deutsche Bank
Securities Inc., Morgan Stanley Senior Funding, Inc., and UBS Securities LLC,
the proceeds of which will be used to fund the transactions contemplated by the
agreement and to pay related fees and expenses. Pursuant to an equity commitment
letter, controlled affiliates of Madison Dearborn have committed to provide a
cash investment on the terms and subject to the conditions set forth in the

The transaction, which is subject to the approval of holders of a majority of
the outstanding shares of NFP common stock and other customary closing
conditions, is expected to close in the third quarter.

BofA Merrill Lynch served as financial advisor to the Board and the special
committee, while  Cleary Gottlieb Steen  & Hamilton LLP was their legal counsel.
Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor to the Company.
 UBS Securities LLC served as financial advisor to Madison Dearborn, while Ropes
& Gray LLP served as its legal advisor.  

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  

About Madison Dearborn Partners
Madison Dearborn Partners, based in  Chicago, is one of the most experienced and
successful 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

Forward-Looking Statements
This 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
acquisition may not be consummated in a timely manner, if at all; (2) the
definitive acquisition 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 failure of Madison Dearborn to obtain the necessary
financing to complete the acquisition; (5) the effect of the announcement of the
acquisition on the Company's business relationships, operating results and
business generally; and (6) the failure to obtain the requisite approvals to the
acquisition, such as shareholder approval or the approval of FINRA with respect
to the indirect change in ownership of the Company's broker-dealer subsidiaries.

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 subsequent Quarterly Reports on Form 10-Q.  

Forward-looking statements speak only as of the date on which they are made. NFP
expressly disclaims any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.  

Important Information
In connection with the merger, the Company intends to file relevant materials
with the SEC, including a preliminary proxy statement and a definitive proxy
statement in connection with the proposed merger will be mailed to the
shareholders of the Company. The preliminary proxy statement, the definitive
proxy statement and other relevant materials (when they become available), and
any other documents filed by the Company with the SEC, may be obtained free of
charge at the SEC's web site at In addition, investors and
security holders may obtain free copies of the documents filed with the SEC at
the Company's web site,, or by contacting Investor Relations by
phone at 212-301-4000, by email at  or by mail at 340 Madison
Avenue, 20th Floor,  New York, New York  10173.  

Certain Information Regarding Participants
The Company and its executive officers, directors and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from the shareholders of the Company in connection with the proposed
merger. Information about the executive officers and directors of the Company
and their ownership of NFP common stock is set forth in the proxy statement for
the Company's 2012 Annual Meeting of Shareholders that was filed with the SEC on
 April 9, 2012. Investors and shareholders may obtain additional information
regarding the interests of such potential participants by reading the
preliminary proxy statement, the definitive proxy statement and the other
relevant documents filed with the SEC when they become available.  

SOURCE  National Financial Partners Corp.

Contacts for NFP: Abbe F. Goldstein, CFA, SVP, Investor Relations & Corporate
Communications, NFP Investor Relations,, 212-301-4011; Media
Relations,, 212-301-1039; Denise DesChenes/Lesley
Bogdanow/Emily Deissler, Sard Verbinnen & Co, 212-687-8080; Contact for Madison
Dearborn: Chuck Dohrenwend, The Abernathy MacGregor Group, 212-371-5999

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