Search the web
Welcome, Guest
[Sign Out, My Account]

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
TIPT > SEC Filings for TIPT > Form 8-K on 14-Sep-2016All Recent SEC Filings

Show all filings for TIPTREE FINANCIAL INC.



Entry into a Material Definitive Agreement, Financial Statements and Exhib

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

  Add TIPT to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for TIPT - All Recent SEC Filings
Copyright © 2017 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.