Care Investment Trust Inc. And Its Majority Shareholder, Tiptree Financial Partners, L.P., Announce Business Combination
NEW YORK, Dec. 31, 2012 /PRNewswire/ -- Care Investment Trust Inc. (OTCQX: CVTR) ("Care" or the "Company"), a real estate investment company that invests in healthcare and seniors-related real estate, and its majority shareholder, Tiptree Financial Partners, L.P. ("Tiptree"), a diversified financial services holding company that currently owns 90.8% of Care, today announced that they have entered into an agreement to combine their businesses into a financial services operating company that will hold and manage both companies' assets and operate each company's businesses. Care and Tiptree have signed a contribution agreement pursuant to which each company will contribute substantially all of its assets to Tiptree Operating Company, LLC, a newly-formed Delaware limited liability company (the "Operating Subsidiary"). Care and Tiptree will own proportionate interests in the Operating Subsidiary.
At closing, Care will change its name to "Tiptree Financial Inc." and will remain a public company. The Company intends to seek a listing of its common stock on a national securities exchange, but is under no obligation to do so. The pro forma book value of the combined company as of September 30, 2012 was approximately $360.8 million.
Geoffrey Kauffman, Vice Chairman of the Board of Directors of Care and President and Chief Executive Officer of Tiptree, issued the following statement regarding the transaction: "By combining Tiptree with Care we will be creating a larger, more diversified business platform. I expect that the transaction will create greater liquidity for shareholders, better access to the capital markets and a broader opportunity set for future capital allocations. Tiptree has been an investor in Care since August 2010 and we recognize the value of continuing Care's business focus within the Tiptree family of companies."
Salvatore (Torey) Riso, Care's President and Chief Executive Officer, added, "I and the rest of the Care management team look forward to continuing to manage Care's existing assets and business following the closing of the transaction, and to utilize Tiptree's and Care's combined resources in order to continue pursuing opportunities in the healthcare real estate market."In connection with the transaction, Care will rename its existing common stock as "Class A common stock" with no change in the economic or voting rights of such stock, and will reclassify a certain number of authorized and unissued shares of common stock as "Class B common stock," for issuance to Tiptree in connection with the contribution transaction. The membership interests in the Operating Subsidiary owned by Tiptree will be redeemable for shares of Class A common stock of Care beginning one year following closing of the contribution transaction. The shares of Class A common stock issuable upon the redemption of units of membership interest in the Operating Subsidiary will have registration rights pursuant to a registration rights agreement between Care and Tiptree.
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