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NFP Announces Designated Event Repurchase Right Notice Under Its 4.0% Convertible Senior Notes Due 2017

Stocks in this article: NFP

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.

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