TIPTREE INC. (NASDAQ:TIPT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement.
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subsidiary of Tiptree Inc. (“Tiptree”), entered into a stock
purchase agreement (the “Stock Purchase Agreement”) with Nomura
Securities Co., Ltd. (the Seller).
1,000,000 shares of Class A common stock of Tiptree (the
“Shares”) for aggregate consideration of $7,300,000. The
transaction is expected to be accretive to book value and
earnings per share on a GAAP basis. The Shares acquired by a
subsidiary of Tiptree will be held as treasury shares and
therefore will not be outstanding for accounting or voting
purposes.
Class A common stock outstanding (excluding 5,985,543 shares of
Class A common stock held by Tiptrees subsidiaries). On an as
exchanged basis, Tiptree has 37,066,490 shares outstanding. As
exchanged assumes the full exchange of the limited partnership
units of Tiptree Financial Partners, L.P., an intermediate
holding company through which Tiptree operates its businesses,
for Tiptree Class A common stock.
complete and is qualified in its entirety by reference to the
complete text of the Stock Purchase Agreement, a copy of which is
filed as Exhibit 10.1 to this report and is incorporated herein
by reference.
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Item 7.01
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Regulation FD Disclosure.
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closing of the Stock Purchase Agreement referred to in Item 1.01
of this Current Report on Form 8-K. A copy of the press release
is furnished as Exhibit 99.1 hereto and incorporated herein by
reference.
including the information contained in Exhibit 99.1 shall not be
deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities under that Section. Furthermore, the
information in Item 7.01 of this Current Report on Form 8-K,
including the information contained in Exhibit 99.1 shall not be
deemed to be incorporated by reference into the filings of the
Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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10.1
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Stock Purchase Agreement, dated June 21, 2017, by and
among Caroline Holdings LLC, Tiptree Inc. and Nomura Securities Co., Ltd. |
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99.1
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Tiptree Inc. press release, dated June 23, 2017.
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TIPTREE INC. ExhibitEX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1STOCK PURCHASE AGREEMENTSTOCK PURCHASE AGREEMENT,…To view the full exhibit click here About TIPTREE INC. (NASDAQ:TIPT)
Tiptree Inc., formerly Tiptree Financial Inc., is a diversified holding company that acquires and manages controlling interests of operating businesses. The Company conducts its operations through Tiptree Operating Company, LLC (the Operating Company). It operates through five segments: insurance and insurance services, specialty finance, real estate, asset management, and corporate and other. The insurance and insurance services segment operates through Fortegra Financial Corporation. The specialty finance segment operates through Siena Capital Finance LLC and Luxury Mortgage Corp. The real estate segment operates through Care LLC. The asset management segment operations include Telos Asset Management’s management of collateralized loan obligations and Muni Capital Management’s management of Non-Profit Preferred Funding Trust I. The corporate and other segment operations include Tiptree Direct Holdings LLC (TDH) and Muni Funding Company of America LLC (MFCA).
