July 1, 2013
Care Investment Trust Inc.
(OTCQX: CVTR), now known as
Tiptree Financial Inc.
("Tiptree" or the "Company"), today announced the completion of its previously-announced transaction ("Transaction") with Tiptree Financial Partners, L.P. ("Tiptree LP") to combine their businesses into a single operating company that will hold and manage the combined companies' businesses and assets.
In connection with the closing of the Transaction, the Company, formerly known as Care Investment Trust Inc., changed its name to "Tiptree Financial Inc." and will remain a public company. The Company is seeking a listing of its common stock on a national securities exchange, but no assurance can be made as to the Company's ultimate ability to do so.
, Vice Chairman of the Board of Directors of the Company, has been elected President and Chief Executive Officer of the Company and will remain Vice Chairman of the Board.
has been elected Chief Financial Officer of the Company.
will remain Executive Chairman of the Company, and Salvatore ("Torey") Riso, previously President and Chief Executive Officer of Care Investment Trust Inc., will continue to manage the Care business as President and Chief Executive Officer of Care Investment Trust LLC.
"The closing of this combination transaction is an important step in Tiptree's six-year history. We are excited about the opportunities available to the combined Company, and look forward to continuing to grow Tiptree while providing value and liquidity for investors," Mr. Kauffman said in a statement.
Effective as of the closing of the Transaction,
J. Rainer Twiford
Jean-Michel (Mitch) Wasterlain
and Mr. Riso resigned from the Board of Directors of the Company. Effective as of the closing of the Transaction,
Richard A. Price
Bradley E. Smith
were elected to the Board of the Company.
will continue as members of the Board of the Company.
Pursuant to the Contribution Agreement, the Company renamed its existing common stock as "Class A common stock" with no change in the economic or voting rights of such stock, and reclassified a certain number of authorized and unissued shares of common stock as "Class B common stock" that was issued to Tiptree LP upon the closing of the Transaction. The Company now holds approximately 25% of the membership interests in, and is the managing member of, the Operating Subsidiary, and Tiptree LP now holds approximately 75% of the membership interests in the Operating Subsidiary plus shares of Class B common stock of the Company, which shares will have proportionate voting rights but no economic rights.