Exhibit 10.1
REPURCHASE
AGREEMENT
This repurchase agreement (this
“Agreement”) is entered into this 15th day of January
2007, by and among National Financial Partners Corp. (the
“Company” or “NFP”) and Apollo Investment
Fund IV, L.P. and Apollo Overseas Partners IV, L.P. (collectively,
“Apollo”).
WHEREAS, Apollo has initiated
contact with the Company and communicated its desire to sell the
maximum number of shares of common stock, par value $0.10 per
share, of the Company (“Company Stock”) that it owns
and is permitted to sell pursuant to the Second Amended and
Restated Stockholders Agreement dated as of February 13, 2004 among
the Company, Apollo and the stockholders party thereto (the
“Stockholders Agreement”); and
WHEREAS, the Board of Directors of
the Company has authorized a registered public offering of Company
Stock (the “Offering”) by certain stockholders of the
Company, including Apollo (collectively, the “Selling
Stockholders”), to be underwritten by one or more
underwriters (“Underwriters”), for which one or more
banks, including Goldman, Sachs & Co., will act as
representatives (the “Representatives”); and
WHEREAS, the Board of Directors of
the Company has authorized a registered public offering of
convertible senior notes of the Company (the “Convertible
Offering”) to be underwritten by Goldman, Sachs & Co. and
one or more underwriters; and
WHEREAS, the Company and Apollo
desire to enter into an agreement for the Company’s
repurchase of up to 2,300,000 shares of Company Stock (including
shares repurchased pursuant to Section 1.2 hereof) from Apollo in a
privately negotiated transaction, in which Apollo will sell these
shares at the same price per share as the initial price per share
to public in the Offering and which sale by Apollo to the Company
is expected to close on the same date as the settlement date of the
Offering.
WHEREAS, Apollo will sell the
remainder of the shares it desires to sell in the
Offering.
WHEREAS, after completion of the
sales contemplated by this Agreement and the Offering, Apollo will
receive the same proceeds per share, net of underwriting discounts,
for the shares it sold pursuant to this Agreement and in the
Offering, on an aggregate basis, as the other Selling Stockholders
will receive for the shares they sold in the Offering.
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NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth in this Agreement,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
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1.
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Purchase and Sale of NFP common stock
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1.1
Purchase and Sale . Apollo hereby agrees to sell, transfer
and assign to the Company, and the Company hereby agrees to
purchase from Apollo, 2,000,000 shares (the “Firm
Shares”) of Company Stock, at the initial price per share to
the public in the Offering set forth on the cover page of the final
prospectus supplement relating to the Offering.
(a) The
number of Firm Shares that Apollo Investment Fund IV, L.P. and
Apollo Overseas Partners IV, L.P. commit to sell, transfer and
assign is set forth opposite their names below:
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Number of
Firm Shares
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Apollo Investment Fund IV, L.P.
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1,896,756
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Apollo Overseas Partners IV, L.P.
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103,244
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1.2
Additional Purchase and Sale . In the event and to the
extent that the Underwriters shall exercise the election to
purchase additional shares to cover over-allotments in the
Offering, (a) Apollo agrees to sell, transfer and assign to the
Company, and the Company agrees to purchase from Apollo, at the
same price per share set forth in Section 1.1 above, additional
shares (the “Optional Shares” and, together with the
Firm Shares, the “Shares”) of Company Stock in the same
proportion as the Underwriters’ election to purchase such
additional shares in the Offering.
1.3
Cutback . If the Representatives advise the Company that
marketing factors require a limitation of the number of shares to
be underwritten in the Offering as contemplated by Section 3.3.2 of
the Stockholders Agreement, then the Company shall so advise
Apollo, and the number of Firm Shares to be sold by Apollo pursuant
to this Agreement shall be equal to the number of Firm Shares set
forth in Section 1.1 of this Agreement multiplied by the number of
shares set forth on the cover page of the final prospectus
supplement used in the Offering divided by the number of shares set
forth on the cover page of the initial preliminary prospectus
supplement used in the Offering.
1.4
Closing . Apollo will deliver the Shares to the Company
against payment by or on behalf of the Company of the purchase
price therefor by wire transfer of Federal (same-day) funds to the
account specified by Apollo. The time and date of such delivery and
payment shall be, with respect to the Firm Shares, the time and
date of delivery and payment with respect to the shares sold in the
Offering (excluding any shares sold pursuant to the
Underwriters’ exercise of their election to purchase
additional shares to cover over-allotments), or such other time and
date as Apollo and the Company may
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