Attached files
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| EX-10.1 - SUBLEASE - NATIONAL FINANCIAL PARTNERS CORP | ex101.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
______________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE OF
REPORT (Date of earliest event reported): November 30, 2009 (November 23,
2009)
______________
NATIONAL
FINANCIAL PARTNERS CORP.
(Exact
name of registrant as specified in its charter)
______________
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Delaware
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001-31781
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13-4029115
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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340
Madison Avenue, 19th Floor
New
York, New York
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10173
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
301-4000
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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______________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
November 23, 2009, National Financial Partners Corp. (the “Company”) entered
into a Sublease, dated as of November 20, 2009 (the “Sublease”) with RBC Madison
Avenue LLC (“RBC”) for RBC’s sublease of certain space located at 340 Madison
Avenue, New York, New York. RBC shall sublease from the Company
approximately 36,250 square feet, or one floor (the “Subleased Premises”), of
the Company’s existing office space.
RBC shall
pay the Company fixed rent: (a) for the period commencing on the Commencement
Date (as defined below) and ending on the day immediately preceding the fifth
anniversary of the Commencement Date, the annual rate of $1,494,750.00, payable
in equal monthly installments of $124,562.50; (b) for the period commencing on
the fifth anniversary of the Commencement Date and ending on the day immediately
preceding the tenth anniversary of the Commencement Date, the annual rate of
$1,676,000.00, payable in equal monthly installments of $139,666.67; and (c) for
the period commencing on the tenth anniversary of the Commencement Date and
ending on the Expiration Date (as defined below), the annual rate of
$1,857,250.00, payable in equal monthly installments of
$154,770.84. The Company shall grant RBC certain fixed rent
abatements for the nine-month period beginning on the Commencement
Date. Additional amounts for tax payments, operating payments and
electricity are payable by RBC pursuant to the terms of the
Sublease.
The
Sublease is expected to increase the Company’s pre-tax cash flow by
approximately $1.5 million, pre-tax net income by approximately $4.3 million and
pre-tax cash earnings by approximately $3.0 million annually from 2010 to
2014. As a result of the Sublease, the Company expects to take a
pre-tax largely non-cash charge of approximately $8.4 million and $15.0 million
to pre-tax cash earnings and pre-tax net income, respectively, in the fourth
quarter of 2009. The anticipated charges would primarily represent the
difference between the Company’s existing lease rent and the Sublease rent and
the acceleration of amortization for certain furniture and leasehold
improvements.
The term
of the Sublease shall commence on the earlier of: (a) the later of: (i) December
31, 2009 or (ii) the date which is five business days after: receipt of the
master landlord’s consent, tender of the Subleased Premises by the Company to
RBC with certain improvements made, and notice of such consent and tender to
RBC; or (b) the date on which RBC takes possession of the Subleased Premises,
excluding certain temporary or administrative occupancies (the earlier of the
foregoing clauses (a) and (b), the “Commencement Date”).
The term
of the Sublease shall expire on August 14, 2023 (the “Expiration
Date”). The Company may otherwise elect to terminate the Sublease on
the day immediately preceding the fifth or ninth anniversaries of the
Commencement Date (the “Early Termination Date”). Upon notice of such
Early Termination Date from the Company, RBC may elect to continue the term of
the Sublease provided that it pay fixed rent at fair market value, as determined
pursuant to the Sublease.
The
foregoing description of the Sublease is not complete and is qualified in its
entirety by reference to the full text of the Sublease, which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
The above
disclosure contains certain statements relating to future results, which are
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, credit
facilities, 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, and are subject to risks and
uncertainties. The Company refers you to its filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K for
the year ended December 31, 2008, for additional discussion of these risks and
uncertainties as well as a cautionary statement regarding forward-looking
statements. Forward-looking statements made during this presentation
speak only as of today's date. The Company expressly disclaims any
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
Number
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Description
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10.1
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Sublease, dated as
of November 20, 2009, by and between National Financial Partners Corp. and
RBC Madison Avenue LLC
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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National Financial
Partners Corp.
Date: November 30,
2009
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By:
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/s/ Donna J.
Blank
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Name:
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Donna J.
Blank
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Title:
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Executive Vice
President and Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Sublease, dated as
of November 20, 2009, by and between National Financial
Partners Corp. and RBC Madison Avenue LLC
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