Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - TIPTREE INC. | a91420168-kexhibit991.htm |
| EX-10.1 - EXHIBIT 10.1 - TIPTREE INC. | a91420168-kexhibit101.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): September 14, 2016
TIPTREE FINANCIAL INC.
(Exact Name of Registrant as Specified in Charter)
Maryland | 001-33549 | 38-3754322 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
780 Third Avenue, 21st Floor New York, New York | 10017 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 446-1400
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On September 14, 2016, Caroline Holdings LLC ("Buyer"), a wholly owned subsidiary of Tiptree Financial Inc. ("Tiptree"), entered into a stock purchase agreement (the "Stock Purchase Agreement") with Nomura Securities Co., Ltd. (the “Seller”).
Pursuant to the Stock Purchase Agreement, the Seller transferred to Buyer and its subsidiaries, 1,000,000 shares of Class A common stock of Tiptree (the "Shares") for aggregate consideration of $6,150,000. The transaction is expected to be accretive to book value and earnings per share on a GAAP basis. The Shares acquired by subsidiaries of Tiptree will be held as treasury shares and therefore will not be outstanding for accounting or voting purposes. Following the transaction there are 34,947,239 shares of Tiptree Class A common stock outstanding (including 6,596,000 shares of Class A common stock held by subsidiaries of Tiptree).
The foregoing description of the Stock Purchase Agreement is not 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.
Item 7.01 | Regulation FD Disclosure. |
On September 14, 2016, Tiptree issued a press release announcing the signing and 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.
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 “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.
Item 9.01 | Financial Statements and Exhibits. |
(d) List of Exhibits:
10.1 | Stock Purchase Agreement, dated September 14, 2016, by and among Caroline Holdings LLC, Tiptree Financial Inc. and Nomura Securities Co., Ltd. |
99.1 | Tiptree Financial Inc. press release, dated September 14, 2016 |
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.
TIPTREE FINANCIAL INC. | ||
Date: September 14, 2016 | By: | /s/ Jonathan Ilany |
Name: Jonathan Ilany | ||
Title: Chief Executive Officer | ||