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NFP to be Acquired by Madison Dearborn Partners for $25.35 per Share in Cash.

Equity Value of Transaction is Approximately $1.3 Billion

Substantial Value for Shareholders; A Strong Financial Partner to
Support NFP’s Evolution and Growth

 Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
, April 15, 2013 /PRNewswire/ — National Financial Partners
Corp. (


NFP National Focal Point
NFP National Financial Partners Corp.
NFP Nurse Family Partnership  
), a leading provider of benefits, insurance and wealth
management services, today announced that it has entered into a
definitive agreement with Madison Dearborn Partners,

, a private
equity investment firm, under which a controlled affiliate of Madison
Dearborn will acquire NFP.


Under the terms of the agreement, NFP shareholders will receive
$25.35 in cash for each share of NFP common stock they own, in a
transaction with an equity value of approximately $1.3 billion, which
includes the full value of the Company’s convertible debt. The
purchase price represents a premium of approximately 26 percent over
NFP’s closing share price of $20.05 on March 12, 2013, the last day
of trading prior to press reports that NFP was considering a possible
sale of the Company.

As previously disclosed, as a result of interest it had received
from private equity firms, NFP’s Board of Directors formed a
special committee of independent directors to explore a possible sale of
the Company. After a thorough and rigorous process, and with the
assistance of its legal and financial advisors, the special committee
negotiated and recommended this transaction with Madison Dearborn to the
full Board. The transaction was unanimously approved by the Board.

“This compelling transaction provides shareholders with
substantial value, and is a successful outcome of the thorough process
undertaken by our Board,” said Jessica M. Bibliowicz, chairman and
chief executive officer of NFP. “This agreement also provides
significant opportunities for our clients and employees by partnering
with an extremely well-respected firm with proven expertise in the
financial services sector. NFP has a solid foundation, and we are
confident the Company will thrive as a private enterprise in this next
chapter of its evolution.”

“Madison Dearborn’s interest in NFP is a clear endorsement
of the quality and success of our business, the value of our
client-centric culture, and the hard work and dedication of our people.
We are confident that partnering with this world-class investor will
help us continue to execute on our long-term One NFP strategy and grow
the business,” said Douglas W. Hammond, president and
operating officer

 of NFP. As previously disclosed, the Board expects to
appoint Mr. Hammond chief executive officer of NFP when Ms. Bibliowicz
steps down from that role in May.

“We are pleased to have this opportunity to invest in NFP and
help the Company advance its strategy,” said Vahe Dombalagian, a
managing director at Madison Dearborn. “We look forward to working
closely with the Company’s leadership team as it continues to build
a strong diversified business. We fully support NFP’s focus on
providing high-quality and value-added services to all of its clients,
including corporations, through a more unified brand across its business

Madison Dearborn has obtained
debt financing

 commitments from
Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc., and


UBS Ulaanbaatar Broadcasting System
 Securities LLC, the proceeds of which will be used to fund the
transactions contemplated by the agreement and to pay related fees and
expenses. Pursuant to an equity commitment letter, controlled affiliates
of Madison Dearborn have committed to provide a cash investment on the
terms and subject to the conditions set forth in the letter.

The transaction, which is subject to the approval of holders of a
majority of the outstanding shares of NFP common stock and other
customary closing conditions, is expected to close in the third

BofA Merrill Lynch served as financial advisor to the Board and the
special committee, while Cleary Gottlieb Steen & Hamilton

their legal counsel. Skadden, Arps, Slate, Meagher & Flom LLP served
as legal advisor to the Company. UBS Securities LLC served as financial
advisor to Madison Dearborn, while Ropes & Gray LLP served as its
legal advisor.

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

. The Advisor Services Group serves independent financial
advisors by offering broker/dealer and asset management products and
services. Most recently NFP was ranked eighth on Business
Insurance’s 100 Largest Brokers of U.S. Business; second on
Business Insurance’s Largest Agents and Brokers Headquartered in
the U.S. Northeast; and as the ninth Top Global Insurance Broker by
Best’s Review; it operates the third largest executive benefits
provider of nonqualified deferred compensation plans by total clients as
ranked by PlanSponsor; operates a top 10 independent broker/dealer as
ranked by
Investment Advisor

; and has three advisors ranked in
Barron’s Top 100 Independent Financial Advisors. NFP is also a
leading independent life insurance distributor according to many
top-tier carriers. For more information, visit

About Madison Dearborn Partners Madison Dearborn Partners, based in
Chicago, is one of the most experienced and successful private equity
investment firms in the United States. Since Madison Dearborn’s
formation in 1992, the firm has raised six funds with aggregate capital
of over $18 billion and has completed approximately 125 investments.
Madison Dearborn invests in businesses across a broad spectrum of
industries, including financial and transaction services; basic
industries; business and government services; consumer; health care; and
telecom, media and technology services. Its noteworthy investments
include CapitalSource, Nuveen Investments, PayPal, TransUnion, and

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Forward-Looking Statements This release contains 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, market and industry
conditions, premium and commission rates, interest rates, contingencies,
the direction or outcome of regulatory investigations and

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. Forward-looking statements are based on
beliefs and assumptions made by management using currently-available
information, such as market and industry materials, experts’
reports and opinions, and current financial trends. These statements are
only predictions and are not guarantees of future performance.
Forward-looking statements are subject to risks and uncertainties that
could cause actual results to differ materially from those contemplated
by a forward-looking statement. These risks and uncertainties include,
without limitation: (1) the acquisition may not be consummated in a
timely manner, if at all; (2) the definitive acquisition agreement may
be terminated in circumstances that require the Company to pay a

termination fee

The one-time charge for terminating or transferring an individual retirement account. If a financial institution charges a termination fee, the fee must be spelled out in the original agreement that is signed when the account is opened.
 or reimburse certain expenses; (3) the diversion of
management’s attention from the Company’s ongoing business
operations; (4) the failure of Madison Dearborn to obtain the necessary
financing to complete the acquisition; (5) the effect of the
announcement of the acquisition on the Company’s business
relationships, operating results and business generally; and (6) the
failure to obtain the requisite approvals to the acquisition, such as
shareholder approval or the approval of
 with respect to the
indirect change in ownership of the Company’s broker-dealer

Additional factors are set forth in NFP’s filings with the
Securities and Exchange Commission (the “SEC”), including its
Annual Report on Form 10-K for the year ended December 31, 2012, filed
with the SEC on February 15, 2013, and its subsequent Quarterly Reports
on Form 10-Q.

Forward-looking statements speak only as of the date on which they
are made. NFP expressly disclaims any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.

Important Information In connection with the merger, the Company
intends to file relevant materials with the SEC, including a preliminary

proxy statement

 and a definitive proxy statement. INVESTORS AND
THE COMPANY AND THE PROPOSED MERGER. The definitive proxy statement in
connection with the proposed merger will be mailed to the shareholders
of the Company. The preliminary proxy statement, the definitive proxy
statement and other relevant materials (when they become available), and
any other documents filed by the Company with the SEC, may be obtained
free of charge at the SEC’s web site at In addition,
investors and security holders may obtain free copies of the documents
filed with the SEC at the Company’s web site,, or by
Investor Relations

 by phone at 212-301-4000, by email at or by mail at 340 Madison Avenue, 20th Floor, New York, New
York 10173.

Certain Information Regarding Participants The Company and its
executive officers, directors and other members of its management and
employees may be deemed to be participants in the solicitation of
proxies from the shareholders of the Company in connection with the
proposed merger. Information about the executive officers and directors
of the Company and their ownership of NFP common stock is set forth in
the proxy statement for the Company’s 2012 Annual Meeting of
Shareholders that was filed with the SEC on April 9, 2012. Investors and
shareholders may obtain additional information regarding the interests
of such potential participants by reading the preliminary proxy
statement, the definitive proxy statement and the other relevant
documents filed with the SEC when they become available.

SOURCE National Financial Partners Corp.