Attached files
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| 8-K - CURRENT REPORT - NATIONAL FINANCIAL PARTNERS CORP | form8k.htm |
Exhibit
99.1
NFP
Revises Principals’ Long-Term Incentives
NEW YORK,
NY – September 20, 2010 – National Financial Partners Corp. (NYSE: NFP), a
leading provider of benefits, insurance and wealth management services, today
announced revised long-term incentives for its principals.
NFP
accelerated the vesting of approximately 1.5 million restricted stock units
(“RSUs”) granted to certain principals primarily through last year’s Long-Term
Equity Incentive Plan. There was no acceleration for RSU awards
granted to directors or executive officers of NFP. Payment upon vesting of the
RSUs will be made 60% in restricted shares and 40% in cash. These
actions are expected to reduce NFP’s fully diluted shares outstanding by
approximately 600,000 shares, eliminate potential earnings volatility associated
with the variable accounting treatment of the principals’ RSUs and result in a
pre-tax charge of approximately $13.5 million in the third quarter
2010. Stock-based compensation expense recorded in management fees is
expected to be approximately $16.0 million in the third quarter 2010 including
this one-time charge for the early vesting. Also in the third quarter
2010, NFP expects to recognize a pre-tax gain of approximately $10.0 million
related to the tender offer for its 0.75% convertible senior notes which expired
in July 2010. Both the $13.5 million charge and the $10.0 million
gain will be excluded from the calculation of cash earnings for the third
quarter 2010.
The RSUs
became fully vested on September 17, 2010 with a fair market value based on the
closing price of NFP’s common stock on the same day. The restricted
shares are primarily subject to liquidity restrictions until November 24, 2012,
which is the original vesting date of the RSUs awarded under last year’s
Long-Term Equity Incentive Plan.
To drive
continued economic alignment with shareholders and motivate growth, NFP
introduced a revised Long-Term Incentive Plan. The plan will cover
the three-year period from January 1, 2011 through December 31, 2013 and will be
based on NFP’s Adjusted EBITDA growth over this period. Plan
participants will be eligible for cash payments in the first quarter 2014, to
the extent incentive targets are achieved.
About
NFP
National
Financial Partners Corp. (NYSE: NFP), and its benefits, insurance and wealth
management businesses provide diversified advisory and brokerage services to
companies and high net worth individuals, partnering with them to preserve their
assets and prosper over the long term. NFP advisors provide
innovative and comprehensive solutions, backed by NFP’s national scale and
resources. NFP operates in three business segments. The Corporate
Client Group provides corporate and executive benefits, retirement plans and
property and casualty insurance. The Individual Client Group includes
retail and wholesale life insurance brokerage and wealth management advisory
services. The Advisor Services Group serves independent financial
advisors by offering broker-dealer and asset management products and
services. In 2010 NFP was ranked as the ninth Top Global Insurance
Broker by Best’s
Review; as the number one Executive Benefits Provider of Deferred
Compensation Plans Administered by PlanSponsor;
operated a top ten Independent Broker Dealer as ranked by Financial
Planning and Financial
Advisor; had four advisors ranked in Barron’s
Top 100 Independent Advisors and is a leading independent life insurance
distributor according to many top-tier carriers. For more information, visit
www.nfp.com
Forward-Looking
Statements
National
Financial Partners Corp. (“NFP”) and its subsidiaries (together with NFP, the
“Company”) and their representatives may from time to time make verbal or
written statements, including certain statements in this press release, 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 NFP'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. Factors that could cause actual results to differ
materially from those contemplated by a forward-looking statement
include: (1) NFP’s ability, through its operating structure, to
respond quickly to regulatory, operational or financial situations impacting its
businesses; (2) the ability of the Company’s businesses to perform successfully
following acquisition, including through cross-selling initiatives, and the
Company’s ability to manage its business effectively and profitably through its
reportable segments and the principals of its businesses; (3) any losses that
NFP may take with respect to dispositions, restructures or otherwise; (4) an
economic environment that results in fewer sales of financial products or
services; (5) the occurrence of events or circumstances that could be indicators
of impairment to goodwill and intangible assets which require the Company to
test for impairment, and the impact of any impairments that the Company may
take; (6) the impact of the adoption, modification or change in interpretation
of certain accounting treatments or policies and changes in underlying
assumptions relating to such treatments or policies, which may lead to adverse
financial statement results; (7) NFP’s success in acquiring and retaining
high-quality independent financial services businesses; (8) the financial impact
of NFP’s incentive plans; (9) changes that adversely affect NFP’s ability to
manage its indebtedness or capital structure, including changes in interest
rates, credit market conditions and general economic factors; (10) fluctuations
in the price of NFP’s common stock, whether due to securities and capital
markets behavior, the dilutive impact of capital-raising effort, or otherwise;
(11) the continued availability of borrowings and letters of credit under NFP’s
credit facility; (12) adverse results, market uncertainty in the financial
services industry, or other consequences from litigation, arbitration,
regulatory investigations or compliance initiatives, including those related to
business practices, compensation agreements with insurance companies, policy
rescissions or chargebacks, regulatory investigations or activities within the
life settlements industry; (13) adverse developments in the markets in which the
Company operates, resulting in fewer sales of financial products and services,
including those related to compensation agreements with insurance companies and
activities within the life settlements industry; (14) the impact of legislation
or regulations in jurisdictions in which NFP’s subsidiaries operate, including
the possible adoption of comprehensive and exclusive federal regulation over all
interstate insurers and the uncertain impact of legislation
regulating the financial services industry, such as the recent Dodd-Frank Wall
Street Reform and Consumer Protection Act; (15) uncertainty regarding the impact
of newly-adopted healthcare legislation or resulting changes in business
practices of NFP’s subsidiaries that operate in the benefits market; (16)
changes in laws, including the elimination or modification of the federal estate
tax, changes in the tax treatment of life insurance products, or changes in
regulations affecting the value or use of benefits programs, which may adversely
affect the demand for or profitability of the Company’s services; (17)
developments in the availability, pricing, design or underwriting of insurance
products, revisions in mortality tables by life expectancy underwriters or
changes in the Company’s relationships with insurance companies; (18) changes in
premiums and commission rates or the rates of other fees paid to the Company’s
businesses, including life settlements and registered investment advisory fees;
(19) the reduction of the Company’s revenue and earnings due to the elimination
or modification of compensation arrangements, including contingent compensation
arrangements and the adoption of internal initiatives to enhance compensation
transparency, including the transparency of fees paid for life settlements
transactions; (20) the occurrence of adverse economic conditions or an adverse
regulatory climate in New York, Florida or California; (21) the loss of services
of key members of senior management; and (22) the Company’s ability to effect
smooth succession planning.
Additional factors are set
forth in the Company’s filings with the Securities and Exchange Commission (the
“SEC”), including its Annual Report on Form 10-K for the year ended December 31,
2009, filed with the SEC on February 12, 2010, its Quarterly Report on Form 10-Q
for the period ended March 31, 2010, filed with the SEC on May 10, 2010 and its
Quarterly Report on Form 10-Q for the period ended June 30, 2010, filed with the
SEC on August 4, 2010. Forward-looking statements speak only as of the date on
which they are made. The Company expressly disclaims any obligation to update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise.
Source:
NFP
| Contacts: | ||
| Investor Relations: | Media Relations: | |
| Abbe F. Goldstein, CFA | Barbara Willis | |
| NFP | NFP | |
| ir@nfp.com | communications@nfp.com | |
| 212-301-4011 | 212-301-1039 |