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TIPT > SEC Filings for TIPT > Form 8-K on 7-Jan-2016All Recent SEC Filings

Show all filings for TIPTREE FINANCIAL INC.

Form 8-K for TIPTREE FINANCIAL INC.


7-Jan-2016

Entry into a Material Definitive Agreement, Other Events, Financial Statem


Item 1.01 Entry into a Material Definitive Agreement.

On January 1, 2016, Tiptree Operating Company, LLC ("Operating Company"), the subsidiary through which Tiptree Financial Inc. ("Tiptree") conducts its operations, entered into a First Amendment (the "OpCo Amendment") to the Amended and Restated Limited Liability Company Agreement of Operating Company, dated as of July 1, 2013.

The OpCo Amendment permitted Tiptree's contribution of its 28% interest in Operating Company to Tiptree Financial Partners, L.P. ("TFP") in exchange for 4,307,023 additional common units of TFP that TFP will issue to Tiptree as part of the tax reorganization described in more detail in Item 8.01 of this Current Report.

The foregoing description of the OpCo Amendment is not complete and is qualified in its entirety by reference to the complete text of the OpCo Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.



Item 8.01 Other Events.

Effective January 1, 2016, Tiptree, TFP and Operating Company created a consolidated group among themselves and various Operating Company subsidiaries for U.S. federal income tax purposes, with Tiptree being the parent company. In connection with the creation of the consolidated group, TFP and the Operating Company elected to be treated as corporations for U.S. federal income tax purposes, and Tiptree contributed its 28% interest in Operating Company to TFP in exchange for 4,307,023 additional common units of TFP. As a result of these steps, effective January 1, 2016, Tiptree directly owns 81.29% of TFP and TFP directly owns 100% of Operating Company.



Item 9.01 Financial Statements and Exhibits.

(d) List of Exhibits:
10.1 First Amendment to the Amended and Restated Limited Liability Company Agreement of Tiptree Operating Company, LLC, dated as of January 1, 2016.


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