National Financial Partners Corp Sample Contracts

National Financial Partners Corp – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NATIONAL FINANCIAL PARTNERS CORP. (July 1st, 2013)
National Financial Partners Corp – NFP ANNOUNCES DESIGNATED EVENT REPURCHASE RIGHT NOTICE UNDER ITS 4.0% CONVERTIBLE SENIOR NOTES DUE 2017 (July 1st, 2013)

New York, NY (July 1, 2013) – National Financial Partners Corp. (the “Company”) announced today that, in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 14, 2013 (the “Merger Agreement”), among the Company, Patriot Parent Corp. and Patriot Merger Corp., the Company delivered a Designated Event Repurchase Right Notice and Notice of Execution of Supplemental Indenture to holders of its 4.0% Convertible Senior Notes due 2017 (the “Notes”), pursuant to the Indenture, dated as of June 15, 2010 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), notifying holders that the Merger, which occurred on July 1, 2013 (the “Merger Effective Date”), constituted a Designated Event, a Merger Event and a Fundamental Change under the Indenture.

National Financial Partners Corp – SECOND AMENDED AND RESTATED BY-LAWS OF NATIONAL FINANCIAL PARTNERS CORP. (July 1st, 2013)
National Financial Partners Corp – SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL AND OTHER DATA (June 4th, 2013)

The following table sets forth summary historical and unaudited pro forma condensed consolidated financial and other data of our business at the dates and for the periods indicated. The summary historical condensed consolidated statements of income and condensed consolidated cash flows data for the years ended December 31, 2010, 2011 and 2012 and the summary historical condensed consolidated statements of financial condition as of December 31, 2011 and 2012 has been derived from our historical audited financial statements. The summary historical condensed consolidated statement of financial condition as of December 31, 2010 has been derived from our historical audited financial statements. The summary historical condensed consolidated statements of income and condensed consolidated cash flows data for the three months ended March 31, 2012 and 2013 and the summary historical condensed consolidated statements of financial condition at March 31, 2012 and 2013 have been derived from our hi

National Financial Partners Corp – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (June 4th, 2013)

The following tables set forth unaudited pro forma condensed consolidated financial information as of March 31, 2013, for the fiscal year ended December 31, 2012, for the three months ended March 31, 2013 and 2012 and the twelve months ended March 31, 2013. The unaudited pro forma condensed balance sheet as of March 31, 2013 gives effect to the Transactions as if they occurred on March 31, 2013. The unaudited pro forma combined statements of operations for the fiscal year ended December 31, 2012, the three months ended March 31, 2013 and 2012 and the twelve months ended March 31, 2013 have been prepared to illustrate the effects of the Transactions and the Company’s acquisitions (the “Company Acquisitions”) as if they had occurred at the beginning of the respective periods presented and do not include management contract buyouts or dispositions. The unaudited pro forma data has been derived from the audited financial statements of NFP for the year ended December 31, 2012 and the unaudi

National Financial Partners Corp – NFP Announces First Quarter 2013 Results (May 3rd, 2013)

NEW YORK, NY – May 3, 2013 – National Financial Partners Corp. (NYSE: NFP), a leading provider of benefits, insurance and wealth management services, today reported financial results for the first quarter ended March 31, 2013.

National Financial Partners Corp – AGREEMENT AND PLAN OF MERGER dated as of April 14, 2013 among PATRIOT PARENT CORP., PATRIOT MERGER CORP. and NATIONAL FINANCIAL PARTNERS CORP. (April 15th, 2013)

This AGREEMENT AND PLAN OF MERGER is dated as of April 14, 2013 (this “Agreement”) among Patriot Parent Corp., a Delaware corporation (the “Parent”), Patriot Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Parent (“Merger Sub”), and National Financial Partners Corp., a Delaware corporation (the “Company”) (each of the Parent and Merger Sub, on the one hand, and the Company, on the other hand, a “Party”, and collectively, the “Parties”).

National Financial Partners Corp – NATIONAL FINANCIAL PARTNERS CORP. 2009 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT NOTICE OF AWARD (February 15th, 2013)

This Restricted Stock Unit Notice of Award (“Notice”) is to certify that the participant named below (the “Participant”) has been granted the number of Restricted Stock Units (“RSUs”) set forth below under the terms and conditions set forth in this Notice. The award described below (the “Award”) is subject to, and this Notice incorporates by reference, the attached additional terms and conditions (the “Additional Terms and Conditions”). Please refer to the Additional Terms and Conditions and the National Financial Partners Corp. 2009 Stock Incentive Plan (the “Plan”) for an explanation of the terms and conditions of the Award and a full description of your rights and obligations.

National Financial Partners Corp – NATIONAL FINANCIAL PARTNERS CORP. 2009 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT NOTICE OF AWARD NON-MANAGEMENT DIRECTOR (February 15th, 2013)

This Restricted Stock Unit Notice of Award (“Notice”) is to certify that the participant named below (the “Participant”) has been granted the number of Restricted Stock Units (“RSUs”) set forth below under the terms and conditions set forth in this Notice. The award described below (the “Award”) is subject to, and this Notice incorporates by reference, the attached additional terms and conditions (the “Additional Terms and Conditions”). Please refer to the Additional Terms and Conditions and the National Financial Partners Corp. 2009 Stock Incentive Plan (the “Plan”) for an explanation of the terms and conditions of the Award and a full description of your rights and obligations.

National Financial Partners Corp – Contract (February 15th, 2013)

Related to Non-GAAP Financial Information The Company analyzes its performance using historical and forward-looking non-GAAP financial measures called cash earnings, cash earnings per diluted share, Adjusted EBITDA, and percentages or calculations using these measures. The Company believes these non-GAAP financial measures provide additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent under GAAP. Cash earnings is defined as net income excluding amortization of intangibles; depreciation; the after-tax impact of the impairment of goodwill and intangible assets; the after-tax impact of non-cash interest; the after-tax impact of change in estimated acquisition earn-out payables recorded in accordance with purchase accounting that have been subsequently adjusted and recorded in the consolidated statements of income; the after-tax impact of management contract buyouts and the after

National Financial Partners Corp – NATIONAL FINANCIAL PARTNERS CORP. 2009 STOCK INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT NOTICE OF AWARD (February 15th, 2013)

This Performance-Based Restricted Stock Unit Notice of Award (“Notice”) is to certify that the participant named below (the “Participant”) has been granted the number of performance-based Restricted Stock Units (“PSUs”) set forth below under the terms and conditions set forth in this Notice. The award described below (the “Award”) is subject to, and this Notice incorporates by reference, the attached additional terms and conditions (the “Additional Terms and Conditions”). Please refer to the Additional Terms and Conditions and the National Financial Partners Corp. 2009 Stock Incentive Plan (the “Plan”) for an explanation of the terms and conditions of the Award and a full description of your rights and obligations.

National Financial Partners Corp – NFP Announces Fourth Quarter and Full Year 2012 Results Growth in Revenue and Organic Revenue Continued Advancement of Regional Consolidation in the Corporate Client Group (February 14th, 2013)
National Financial Partners Corp – CREDIT AGREEMENT among NATIONAL FINANCIAL PARTNERS CORP., as Borrower, the Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent WELLS FARGO BANK, N.A. and RBS CITIZENS, N.A. as Co- Syndication Agents ING CAPITAL LLC, U.S. BANK NATIONAL ASSOCIATION, FIFTH THIRD BANK and CAPITAL ONE, NATIONAL ASSOCIATION, as Co-Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arranger and Sole Book Manager WELLS FARGO SECURITIES, LLC and RBS CITIZENS, N.A. as Joint Lead Arrangers Dated as of February 8, 2013 (February 11th, 2013)

CREDIT AGREEMENT (this “Agreement”), dated as of February 8, 2013, among NATIONAL FINANCIAL PARTNERS CORP., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent (“Bank of America” and, in such capacity, the “Administrative Agent”), WELLS FARGO BANK, N.A. and RBS CITIZENS, N.A., as Co-Syndication Agents, and ING CAPITAL LLC, U.S. BANK NATIONAL ASSOCIATION, FIFTH THIRD BANK and CAPITAL ONE, NATIONAL ASSOCIATION, as Co-Documentation Agents.

National Financial Partners Corp – SECOND AMENDMENT TO CREDIT AGREEMENT (November 5th, 2012)

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October 30, 2012 by and among NATIONAL FINANCIAL PARTNERS CORP. (the “Borrower”); the financial institutions signing below and BANK OF AMERICA, N.A., as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

National Financial Partners Corp – NFP Announces Third Quarter 2012 Results Growth in Corporate Client Group Continues Due to Severe Weather Conditions, Pre-Recorded Earnings Call Details Provided (October 30th, 2012)
National Financial Partners Corp – Reconciliation and tie between Trust Indenture Act of 1939 and certain sections of this Indenture (September 7th, 2012)

INDENTURE dated as of , among National Financial Partners Corp., a Delaware corporation, and Wells Fargo Bank, National Association, a national banking association, as trustee.

National Financial Partners Corp – NATIONAL FINANCIAL PARTNERS CORP. 2009 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT NOTICE OF AWARD (August 1st, 2012)

This Restricted Stock Unit Notice of Award (“Notice”) is to certify that the participant named below (the “Participant”) has been granted the number of Restricted Stock Units (“RSUs”) set forth below under the terms and conditions set forth in this Notice. The award described below (the “Award”) is subject to, and this Notice incorporates by reference, the attached additional terms and conditions (the “Additional Terms and Conditions”). Please refer to the Additional Terms and Conditions and the National Financial Partners Corp. 2009 Stock Incentive Plan (the “Plan”) for an explanation of the terms and conditions of the Award and a full description of your rights and obligations.

National Financial Partners Corp – NFP Announces Second Quarter 2012 Results Second Quarter 2012 Revenue Grew 6.7% & Organic Revenue Grew 4.1% YOY $6.1 Million of Shares Repurchased During Second Quarter 2012; $43.9 Million Remaining on Authorization (July 30th, 2012)
National Financial Partners Corp – This Quarterly Financial Supplement (“QFS”) includes historical and forward- looking non-GAAP financial measures called cash earnings, cash earnings per diluted share, Adjusted EBITDA, and percentages or calculations using these measures. The Company believes these non-GAAP financial measures provide additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent under GAAP. Cash earnings is defined as net income excluding amortization of intangibles; depreciation; the after-tax impact of the (July 30th, 2012)
National Financial Partners Corp – NATIONAL FINANCIAL PARTNERS CORP. 2009 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT NOTICE OF AWARD (May 1st, 2012)

This Restricted Stock Unit Notice of Award (“Notice”) is to certify that the participant named below (the “Participant”) has been granted the number of Restricted Stock Units (“RSUs”) set forth below under the terms and conditions set forth in this Notice. The award described below (the “Award”) is subject to, and this Notice incorporates by reference, the attached additional terms and conditions (the “Additional Terms and Conditions”). Please refer to the Additional Terms and Conditions and the National Financial Partners Corp. 2009 Stock Incentive Plan (the “Plan”) for an explanation of the terms and conditions of the Award and a full description of your rights and obligations.

National Financial Partners Corp – Financial Highlights(1) Q1 2012 Q1 2011 % Change (Dollars in millions, except per share amounts) Revenue $ 254.1 $ 233.3 8.9 % Net income 5.6 6.9 -18.3 % Net income per diluted share 0.13 0.15 -13.3 % Cash earnings 24.4 18.5 31.5 % Cash earnings per diluted share $ 0.57 $ 0.41 39.0 % Adjusted EBITDA $ 32.1 $ 24.0 33.7 % Adjusted EBITDA margin 12.6 % 10.3 % Net cash used in operating activities $ (14.6 ) $ (5.9 ) NM (April 26th, 2012)
National Financial Partners Corp – NEW YORK, NY – March 12, 2012 – National Financial Partners Corp. (NYSE: NFP), a provider of benefits, insurance and wealth management services, announced today that Board of Director Member, Arthur Ainsberg, has informed the Company that he will not stand for re-election to the NFP Board at its Annual Meeting of Stockholders scheduled for May 23, 2012. Commenting on today’s announcement on behalf of the Board, Jessica M. Bibliowicz, chairman, president and chief executive officer, said, “We greatly appreciate the energy and counsel Arthur has provided us and the significant contribution he ha (March 12th, 2012)
National Financial Partners Corp – NATIONAL FINANCIAL PARTNERS CORP. CHANGE IN CONTROL SEVERANCE PLAN PARTICIPATION SCHEDULE (February 13th, 2012)

We are offering you the opportunity to become a Participant in the National Financial Partners Corp. Change in Control Severance Plan (the “Plan”). All defined terms used herein shall have the meaning ascribed to them in the Plan.

National Financial Partners Corp – National Financial Partners Corp. 2012 Change in Control Severance Plan (February 13th, 2012)
National Financial Partners Corp – NFP Announces Fourth Quarter & Full Year 2011 Results Full Year 2011 Revenue Grew 3.2% & Organic Revenue Grew 2.3% YOY Driven by Strength in Corporate Client and Advisor Services Groups $50 Million Share Repurchase Program Completed; New $50 Million Repurchase Program Authorized (February 7th, 2012)
National Financial Partners Corp – National Financial Partners Corp. Compensation Recoupment Policy (November 1st, 2011)

The Board of Directors (the “Board”) of National Financial Partners Corp. (the “Company”) believes it is appropriate for the Company to adopt this Compensation Recoupment Policy (the “Policy”) to be applied to Company officers who are or were subject to Section 16 of the Securities Exchange Act of 1934, as amended, and any other officers as the Board (or the Compensation Committee) shall designate (each, a “Covered Employee”). Capitalized terms not otherwise defined when used shall have the meaning set forth in Section 2.

National Financial Partners Corp – NFP Announces Third Quarter 2011 Results Third Quarter 2011 Revenue Grew 5.9% & Organic Revenue Grew 3.3% YOY Driven by Strength in Corporate Client and Advisor Services Groups $19.8 Million of Shares Repurchased During Third Quarter 2011; $21.4 Million Remaining on Authorization Patrick S. Baird Joins Board of Directors (October 27th, 2011)
National Financial Partners Corp – NFP Announces Second Quarter 2011 Results Second Quarter 2011 Organic Revenue Growth YOY Driven by Strength in Corporate Client and Advisor Services Groups Strategic Expansion and New Leadership for NFP P&C $15.6 Million of Shares Repurchased; $34.4 Million Remaining on Authorization (August 1st, 2011)
National Financial Partners Corp – FIRST AMENDMENT TO CREDIT AGREEMENT (May 2nd, 2011)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of April 28, 2011 by and among NATIONAL FINANCIAL PARTNERS CORP. (the “Borrower”); the financial institutions signing below and BANK OF AMERICA, N.A., as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

National Financial Partners Corp – FOR QUARTERLY PERIODS For the Three Months Ended March 31, March 31, 2011 2010 Revenue: Commissions and fees $ 233,264 $ 225,273 Operating expenses: Commissions and fees 79,098 68,306 Compensation expense 66,889 65,268 Non- compensation expense 38,625 40,449 Management fees 24,619 23,650 Amortization of intangibles 7,962 8,338 Depreciation 3,077 3,006 Impairment of goodwill and intangible assets — 2,901 Gain on sale of business, net — (2,231 ) Total operating expenses 220,270 209,687 Income from operations 12,994 15,586 Non- operating income and expenses Interest income 974 888 Interest expense (May 2nd, 2011)
National Financial Partners Corp – NATIONAL FINANCIAL PARTNERS CORP. 2009 STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT NOTICE OF AWARD FOR EMPLOYEES (February 10th, 2011)

This Restricted Stock Unit Notice of Award (“Notice”) is to certify that the participant named below (the “Participant”) has been granted the number of Restricted Stock Units (“RSUs”) set forth below under the terms and conditions set forth in this Notice. The award described below (the “Award”) is subject to, and this Notice incorporates by reference, the attached additional terms and conditions (the “Additional Terms and Conditions”). Please refer to the Additional Terms and Conditions and the National Financial Partners Corp. 2009 Stock Incentive Plan (the “Plan”) for an explanation of the terms and conditions of the Award and a full description of your rights and obligations.

National Financial Partners Corp – NATIONAL FINANCIAL PARTNERS CORP. 2009 STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT NOTICE OF AWARD FOR NON-MANAGEMENT DIRECTORS (February 10th, 2011)

This Restricted Stock Unit Notice of Award (“Notice”) is to certify that the participant named below (the “Participant”) has been granted the number of Restricted Stock Units (“RSUs”) set forth below under the terms and conditions set forth in this Notice. The award described below (the “Award”) is subject to, and this Notice incorporates by reference, the attached additional terms and conditions (the “Additional Terms and Conditions”). Please refer to the Additional Terms and Conditions and the National Financial Partners Corp. 2009 Stock Incentive Plan (the “Plan”) for an explanation of the terms and conditions of the Award and a full description of your rights and obligations.

National Financial Partners Corp – Financial Highlights(1) 4Q 2010 4Q 2009 % Change 4Q 2010 3Q 2010 % Change YTD 2010 YTD 2009 % Change (Dollars in millions, except per share data) Revenue $ 284.3 $ 277.2 2.6 % $ 284.3 $ 237.5 19.7 % $ 981.9 $ 948.3 3.5 % Net income (loss) 15.3 1.9 NM 15.3 8.2 85.5 % 42.6 (493.4 ) NM Net income (loss) per diluted share 0.34 0.04 NM 0.34 0.19 77.5 % 0.96 (12.02 ) NM Cash earnings 27.4 26.2 4.6 % 27.4 22.3 23.0 % 96.8 97.1 -0.3 % Cash earnings per diluted share $ 0.60 $ 0.61 -0.4 % $ 0.60 $ 0.50 20.9 % $ 2.19 $ 2.32 -5.6 % Adjusted EBITDA $ 36.1 $ 26.9 34.3 % $ 36.1 $ 26.8 34.8 % $ 116.8 $ 110.3 (February 8th, 2011)
National Financial Partners Corp – Contract (September 7th, 2010)

2 2 Related to Forward-Looking Statements Certain items in this presentation and in today’s discussion, including matters relating to revenue, net income, Adjusted EBITDA, cash earnings, cash earnings per diluted share and percentages or calculations using these measures, acquisitions, capital structure or growth rates and other financial measurements and non-financial statements in future periods, constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current views with respect to future results and are subject to risks and uncertainties. These statements are not guarantees of future performance. Actual results may differ materially from those contemplated by forward-looking statements. National Financial Partners Corp. (“NFP” or the “Company”) refers you to its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2009, fi

National Financial Partners Corp – To: National Financial Partners Corp. 340 Madison Avenue, 20th Floor New York, New York 10173 A/C 00673131 From: Goldman Sachs Financial Markets, L.P. Subject: Termination of Convertible Bond Hedge Transaction Reference No. SDB1624135469 Date: July 8, 2010 (August 4th, 2010)

This letter agreement (this “Termination Agreement”) relates to the Transaction (the “Transaction”) entered into between Goldman Sachs Financial Markets, L.P. (“Dealer”) and National Financial Partners Corp. (“Counterparty”), pursuant to a letter agreement dated January 17, 2007 entitled Convertible Bond Hedge Transaction (Transaction Reference Number: SDB1624135469) (the “Confirmation”). Dealer is acting as principal and Goldman, Sachs & Co. (“GS&Co.”), its affiliate, is acting as agent for Dealer and Counterparty for the Transaction. Dealer is not a member of the Securities Investor Protection Corporation. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Confirmation.