NFP to be Acquired by Madison Dearborn For $25.35 Per Share

National Financial Partners Corp. (NYSE: NFP), a leading provider of benefits, insurance and wealth management services, today announced that it has entered into a definitive agreementwith Madison Dearborn Partners, LLC, a private equity investment firm, underwhich a controlled affiliate of Madison Dearborn will acquire NFP. Under the terms of the agreement, NFP shareholders will receive $25.35 incash for each share of NFP common stock they own, in a transaction with anequity value of approximately $1.3 billion, which includes the full value ofthe Company's convertible debt. The purchase price represents a premium ofapproximately 26 percent over NFP's closing share price of $20.05 on March12, 2013, the last day of trading prior to press reports that NFP wasconsidering a possible sale of the Company. As previously disclosed, as a result of interest it had received fromprivate equity firms, NFP's Board of Directors formed a special committee ofindependent directors to explore a possible sale of the Company. After athorough and rigorous process, and with the assistance of its legal andfinancial advisors, the special committee negotiated and recommended thistransaction with Madison Dearborn to the full Board. The transaction wasunanimously approved by the Board.Madison Dearborn has obtained debt financing commitments from Deutsche BankSecurities Inc., Morgan Stanley Senior Funding, Inc., and UBS SecuritiesLLC, the proceeds of which will be used to fund the transactionscontemplated by the agreement and to pay related fees and expenses. Pursuantto an equity commitment letter, controlled affiliates of Madison Dearbornhave committed to provide a cash investment on the terms and subject to theconditions set forth in the letter. The transaction, which is subject to the approval of holders of a majorityof the outstanding shares of NFP common stock and other customary closingconditions, is expected to close in the third quarter. BofA Merrill Lynch served as financial advisor to the Board and the specialcommittee, while Cleary Gottlieb Steen & Hamilton LLP was their legalcounsel. Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor tothe Company. UBS Securities LLC served as financial advisor to MadisonDearborn, while Ropes & Gray LLP served as its legal advisor.