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TIPT > SEC Filings for TIPT > Form 8-K on 23-Jun-2016All Recent SEC Filings

Show all filings for TIPTREE FINANCIAL INC.

Form 8-K for TIPTREE FINANCIAL INC.


23-Jun-2016

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement.

On June 23, 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 New York Marine and General Insurance Company, Gotham Insurance Co. and South West Marine & General Insurance Co. (collectively, the "Sellers") and ProSight Specialty Insurance Group, Inc.

Pursuant to the Stock Purchase Agreement, on June 23, 2016, Sellers transferred to Buyer and its subsidiaries, 5,596,000 shares of Class A common stock of Tiptree (the "Shares") for aggregate consideration of $36,374,000. 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 29,257,996 shares of Tiptree Class A common stock outstanding.

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 June 23, 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 8.01 Other Events.

On June 23, 2016, Tiptree terminated the share repurchase program it had entered into on May 13, 2016. The Rule 10b5-1 stock purchase plan that Michael Barnes, Chairman of the Board and Executive Chairman of Tiptree, entered into on May 13, 2016 remains in effect.
Item 9.01 Financial Statements and Exhibits.

(d) List of Exhibits:

10.1 Stock Purchase Agreement, dated June 23, 2016, by and among Caroline Holdings LLC, Tiptree Financial Inc., New York Marine and General Insurance Company, Gotham Insurance Co., South West Marine & General Insurance Co. and ProSight Specialty Insurance Group, Inc.
99.1 Tiptree Financial Inc. press release, dated June 23, 2016


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