Bloomberg News

NFP Investor Sues to Block Sale to Madison Dearborn Partners (1)

June 10, 2013

A National Financial Partners Corp. (NFP:US) shareholder sued to block the firm’s $1.3 billion sale to Madison Dearborn Partners LLC’s, a Chicago-based private equity firm.

Douglas Cory Branch, who said he holds $16,500 in NFP stock (NFP:US), sued June 7 in Manhattan federal court, claiming NFP, a New York-based insurance brokerage and wealth-management company, failed to disclose enough information about the merger to its shareholders. Branch asked for a court order blocking the sale on behalf of a class of all investors in the firm.

Branch claimed proxy materials fail to provide sufficient detail of NFP’s financial projections, the role played by senior management in the deal negotiations and the basis for a fairness opinion issued in support of the sale. Shareholders in NFP are scheduled to vote on the acquisition June 19, according to Branch.

In April, NFP announced its planned sale to Madison Dearborn for $25.35 a share in cash. That represents a 26 percent premium above NFP’s closing share price (NFP:US) on March 12, the day before the company said it was considering a deal to go private.

Madison Dearborn has raised six funds with more than $18 billion and invested in 125 companies since it was founded in 1992. The firm’s investments include Boise Cascade Co., a maker of building materials, and T-Mobile USA Inc., a wireless carrier, according to its website.

Chuck Dohrenwend, a spokesman for Madison Dearborn at Abernathy MacGregor Group, declined to comment on the suit. Lesley Bogdanow, a spokeswoman for NFP at Sard Verbinnen & Co., had no immediate comment.

The case is Branch v. National Financial Partners Corp., 13-cv-3925, U.S. District Court, Southern District of New York (Manhattan).

To contact the reporter on this story: Bob Van Voris in New York at rvanvoris@bloomberg.net

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net


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