TIPT 8-K
Tiptree Inc. (TIPT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
In connection with the closing of the Merger (as defined in Item 2.01 below), certain subsidiaries of The Fortegra Group, Inc. (“Fortegra”), a Delaware corporation and subsidiary of Tiptree Inc. (“Tiptree”) entered into the following amendments and consents to existing credit facilities, each dated March 11, 2026 and each becoming operative on the Closing Date (as defined in Item 2.01 below), immediately upon the consummation of the Merger.
South Bay Acceptance Corporation (“SBAC”) and South Bay Funding LLC, each a subsidiary of Fortegra, entered into that certain Limited Consent to Amended and Restated Credit Agreement (the “South Bay Consent”) with the lenders party thereto and Fifth Third Bank, National Association, as administrative agent, which provides for (a) consent under the Amended and Restated Credit Agreement, dated as of October 6, 2023 (as amended, including by the South Bay Consent, the “South Bay Credit Agreement”), to the change of control resulting from the consummation of the Merger, and (b) consent to or the waiver of any Default or Event of Default (each as defined in the South Bay Credit Agreement) arising from a “going concern” qualification as a result of the impending maturity of the Obligations (as defined in the South Bay Credit Agreement) under the South Bay Credit Agreement in the audit opinion on SBAC’s consolidated financial statements for the fiscal year ended December 31, 2025.
Fortegra Financial Corporation, LOTS Intermediate Co. and Fortegra (the “FFC Borrowers”) entered into that certain Second Amendment to Second Amended and Restated Credit Agreement (the “FFC Amendment”) with the guarantors party thereto, the lenders party thereto and Fifth Third Bank, National Association, as administrative agent, which provides for, among other things, (a) consent under the Second Amended and Restated Credit Agreement, dated as of October 21, 2022 (as amended, including by the FFC Amendment, the “FFC Credit Agreement”), to the change of control resulting from the consummation of the Merger, and (b) an amendment to the definition of “Permitted Holders” to include DB Insurance Co., Ltd., incorporated and existing under the laws of the Republic of Korea (“Purchaser”), as a Permitted Holder (as defined in the FFC Credit Agreement) following the consummation of the Merger.
In connection with each of the South Bay Consent and the FFC Amendment, the applicable borrowers paid to each consenting lender a fee in an amount equal to a percentage of such lender’s commitment under the applicable credit agreement.
The foregoing descriptions of the South Bay Consent and the FFC Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
The South Bay Consent and the FFC Amendment were entered into in connection with the Merger described in Item 2.01 below, which description is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On the Closing Date, in connection with the Merger, Tiptree Holdings LLC (“Tiptree Holdings”), a subsidiary of Tiptree, repaid in full all outstanding obligations under the Credit Agreement, dated as of February 7, 2025 (the “Fortress Credit Agreement”), by and among Tiptree, as parent, Tiptree Holdings, the lenders party thereto and Fortress Credit Corp., as administrative agent and collateral agent. After giving effect to such repayment, all obligations under the Fortress Credit Agreement (other than unasserted contingent or indemnity obligations that by their nature survive termination) were discharged, all security interests and liens in any collateral were released, and the Fortress Credit Agreement and all related credit documents were terminated.
The termination of the Fortress Credit Agreement was effected in connection with the Merger described in Item 2.01 below, which description is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As disclosed in the Current Report on Form 8-K filed by Tiptree with the Securities and Exchange Commission (the “SEC”) on September 26, 2025 (the “September 26 Current Report”), on September 26, 2025, Tiptree entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Purchaser, and Fortegra. DB Insurance North America Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”) was subsequently incorporated in Delaware and, on April 8, 2026, executed a joinder to the Merger Agreement to become a party thereto. Pursuant to the Merger Agreement, Purchaser acquired Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Merger Agreement) by means of a merger of Merger Sub with and into Fortegra, with Fortegra surviving the Merger (the “Surviving Corporation”) as a wholly owned subsidiary of Purchaser (the “Merger”), as more fully described in Tiptree’s definitive proxy statement filed with the SEC on October 31, 2025.
Furthermore, as disclosed in the Current Report on Form 8-K filed by Tiptree with the SEC on December 4, 2025, at a special meeting of Tiptree’s stockholders held on December 3, 2025, the stockholders approved the Merger and the other transactions contemplated by
the Merger Agreement, as such Merger may constitute a “transfer of assets” of Tiptree under Section 3-105 of the Maryland General Corporation Law.
As disclosed in the Current Report on Form 8-K filed by Tiptree with the SEC on April 30, 2026 (the “April 30 Current Report”), on April 28, 2026, Tiptree, Purchaser, Merger Sub and Fortegra entered into Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”), which, among other things, removed the approval and/or non-disapproval from the New York State Department of Financial Services (the “NYDFS”) of the proposed acquisition of SBAC as a condition to the closing of the Merger (the “Closing”) and provided for the surrender by SBAC of its premium finance agency license issued by the NYDFS.
Closing of the Merger
On May 29, 2026 (the “Closing Date”), Tiptree completed the Closing. Pursuant to the terms of the Merger Agreement, the “Aggregate Closing Purchase Price” for the Merger was an amount equal to $1.65 billion in cash, less certain categories of payments, liabilities and obligations of Fortegra and its subsidiaries to related parties of Tiptree and Fortegra (as more fully defined in the Merger Agreement) after June 30, 2025 and at or prior to Closing (“Leakage”), the Series A Aggregate Liquidation Preference (as defined in the Merger Agreement) and the “Leakage Reserve Holdback Amount” of $8 million. The Aggregate Closing Purchase Price payable for the benefit of Tiptree at the Closing was approximately $1.08 billion.
At Closing, the Aggregate Closing Purchase Price was delivered by Purchaser, together with the Leakage Reserve Holdback Amount and certain other amounts payable pursuant to the Merger Agreement, to the paying agent for disbursement to the Eligible Holders (as defined in the Merger Agreement), including Tiptree, in accordance with the terms of the Merger Agreement. Separately, the Leakage Reserve Holdback Amount was deposited by Purchaser into a segregated escrow account, to satisfy any additional Leakage amounts that may be identified by Purchaser during the four-month period following the Closing.
The above description of the Merger Agreement and the Merger is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, a copy of which was included as Exhibit 10.1 to the September 26 Current Report, as amended by the Amendment, a copy of which was included as Exhibit 2.1 to the April 30 Current Report, and the terms of each of which are incorporated in this Current Report on Form 8-K (this “Current Report”) by reference.
Tiptree classified Fortegra as held-for-sale in its consolidated balance sheets and classified the related operating results, net of income tax, as discontinued operations in its consolidated statements of operations in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026 and its Quarterly Report on Form 10-Q for the first quarter ended March 31, 2026, filed with the SEC on April 30, 2026. Consequently, pro forma financial statements, which give effect to the disposition of Fortegra, are not required to be filed with this Current Report.
Item 8.01 Other Events.
On May 29, 2026, Tiptree issued a press release announcing the Closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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10.2 |
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99.1 |
Press release, dated May 29, 2026, announcing the Closing of the Merger. |
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Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Tiptree Inc. |
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Date: |
May 29, 2026 |
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/s/ Michael G. Barnes |
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Name: |
Michael G. Barnes |
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Title: |
Chairman and Chief Executive Officer |
EXHIBIT 10.1
LIMITED CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This LIMITED CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 11, 2026 (this “Consent”), is by and among SOUTH BAY ACCEPTANCE CORPORATION, a corporation incorporated under the laws of the State of California (“SBAC”) and SOUTH BAY FUNDING LLC, a limited liability company organized under the laws of the State of Delaware (“SBF”, and together with SBAC, each, a “Borrower” and collectively, the “Borrowers”), each of the Lenders party hereto and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
W I T N E S S E T H
WHEREAS, the Borrowers, the Guarantors, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and the Agent are parties to that certain Amended and Restated Credit Agreement, dated as of October 6, 2023 (as amended, restated, amended and restated, supplemented, extended, or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrowers have informed the Agent that a subsidiary (“Merger Sub”) of DB Insurance Co., Ltd. (“DB”) will merge with and into The Fortegra Group, Inc., a corporation incorporated under the laws of the State of Delaware (“Fortegra Group”) with Fortegra Group being the surviving corporation, which merger will result in DB acquiring (such acquisition, the “2026 Consent Closing Date Acquisition”) 100% of the issued and outstanding Capital Stock of Fortegra Group pursuant to that certain Agreement and Plan of Merger (as amended (and including all such amendments) prior to the 2026 Consent Effective Date and any future amendment, waiver, supplement or other modification not prohibited by this Consent (the “Merger Agreement”)), by and among DB, Merger Sub, Fortegra Group and Tiptree Inc., including all schedules, exhibits and annexes thereto (collectively, the “2026 Consent Closing Date Acquisition Documents”);
WHEREAS, the Borrowers have requested that the Required Lenders (x) consent to the Change of Control that will occur solely as a result of the consummation of the 2026 Consent Closing Date Acquisition (the “Change of Control Transaction Consent”) and (y) consent to, or waive any Default or Event of Default arising from, as applicable, the Loan Parties’ delivery pursuant to Section 6.3(a) of the Credit Agreement of an audit opinion from the Accountants that contains a “going concern” or like qualification, explanation or exception solely with respect to SBAC’s consolidated financial statements for the Fiscal Year ended December 31, 2025 as a result of the impending maturity of the Obligations under the Credit Agreement (the “Going Concern Override”); and
WHEREAS, the Agent and the Lenders party hereto, which Lenders constitute the Required Lenders, agree to the Change of Control Transaction Consent and the Going Concern Override, in each case on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Article 1
CONSENT
On the 2026 Consent Closing Date, effective immediately prior to, the consummation of the 2026 Consent Closing Date Acquisition, the Lenders party to this Consent hereby agree to (a) the Change of Control Transaction Consent and (b) the Going Concern Override.
Article 2
CONDITIONS TO EFFECTIVENESS
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Article 3
NO OTHER WAIVER OR CONSENT
Other than as expressly set forth in this Consent, nothing contained in this Consent shall be a waiver of any past, present or future violation, Default or Event of Default of Borrowers or Guarantors under the Credit Agreement or any other Loan Document. Other than as expressly set forth in this Consent, Agent and each Lender hereby expressly reserve any rights, privileges and remedies under the Credit Agreement and each other Loan Document that Agent and each Lender may have with respect to any violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of any such violation, Default or Event of Default shall not directly or indirectly in any way whatsoever (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any other Loan Document, (ii) amend or alter any provision of the Credit Agreement or any other Loan Document or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of Borrowers or any Guarantor or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document or any other contract or instrument. Other than as expressly set forth in this Consent, nothing in this Consent shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any other Loan Document.
Article 4
MISCELLANEOUS
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IN WITNESS WHEREOF the parties hereto have caused this Consent to be duly executed on the date first above written.
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BORROWERS:
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SOUTH BAY ACCEPTANCE CORPORATION, a California corporation
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By: /s/ John Short Name: John Short Title: Secretary
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SOUTH BAY FUNDING LLC, a Delaware limited liability company
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By: /s/ John Short Name: John Short Title: Secretary
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AGENT: |
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FIFTH THIRD BANK, NATIONAL ASSOCIATION, as the Agent, Issuing Lender and Lender
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By: /s/ Jane Badger Name: Jane Badger Title: SVP
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BANKUNITED, N.A., as a Lender
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By: /s/ Jeff Landroche Name: Jeff Landroche Title: SVP
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RENASANT BANK as a Lender
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By: /s/ Jenna Hutchinson Name: Jenna Hutchinson Title: AVP
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CITIZENS BANK, N.A. as a Lender
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By: /s/ Donald A. Wright Name: Donald A. Wright Title: SVP
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EXHIBIT 10.2
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 11, 2026 (this “Amendment”), is by and among FORTEGRA FINANCIAL CORPORATION, a corporation incorporated under the laws of the State of Delaware (“Fortegra”), THE FORTEGRA GROUP, INC., a corporation incorporated under the laws of the State of Delaware (“Fortegra Group”), and LOTS INTERMEDIATE CO., a corporation incorporated under the laws of the State of Delaware (“LOTS”, and together with Fortegra Group and Fortegra, each, a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto, each of the Lenders party hereto and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
W I T N E S S E T H
WHEREAS, the Borrowers, the Guarantors, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and the Agent are parties to that certain Second Amended and Restated Credit Agreement, dated as of October 21, 2022 (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of September 1, 2023, as amended by this Amendment and as further amended, restated, amended and restated, supplemented, extended, or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrowers have informed the Agent that a subsidiary (“Merger Sub”) of DB Insurance Co., Ltd. (“DB”) will merge with and into Fortegra Group with Fortegra Group being the surviving corporation, which merger will result in DB acquiring (such acquisition, the “Second Amendment Closing Date Acquisition”) 100% of the issued and outstanding Capital Stock of Fortegra Group pursuant to that certain Agreement and Plan of Merger (as amended (and including all such amendments) prior to the Second Amendment Effective Date and any future amendment, waiver, supplement or other modification not prohibited by this Amendment (the “Merger Agreement”)), by and among, DB, Merger Sub, Fortegra Group and Tiptree Inc., including all schedules, exhibits and annexes thereto (collectively, the “Second Amendment Closing Date Acquisition Documents”);
WHEREAS, the Borrowers have requested (i) certain amendments to the Credit Agreement as further set forth below and (ii) that the Required Lenders consent to the Change of Control that will occur solely as a result of the consummation of the Second Amendment Closing Date Acquisition (the “Change of Control Transaction”); and
WHEREAS, the Agent and the Lenders party hereto, which Lenders constitute the Required Lenders, agree to (i) the amendments to the Credit Agreement and (ii) consent to the Change of Control Transaction, in each case on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Article 1
CONSENT
On the Second Amendment Closing Date, effective immediately prior to, the consummation of the Second Amendment Closing Date Acquisition, the Lenders party to this Amendment hereby consent to the Change of Control Transaction.
Article 2
AMENDMENTS TO CREDIT AGREEMENT
“DB Insurance” means DB Insurance Co., Ltd., incorporated and existing under the laws of the Republic of Korea with its registered office at DB Financial Center, 432, Teheran-ro, Gangnam-gu, Seoul, Korea, 06194.
“Second Amendment Closing Date” shall have the meaning assigned to such term in the Second Amendment.
“Second Amendment” means that certain Second Amendment to Second Amended and Restated Credit Agreement, dated as of March 11, 2026, by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.
“Permitted Holders” shall mean:
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Article 3
CONDITIONS TO EFFECTIVENESS
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Article 4
NO WAIVER
Other than as expressly set forth in this Amendment, nothing contained in this Amendment shall be a waiver of any past, present or future violation, Default or Event of Default of Borrowers or Guarantors under the Credit Agreement or any other Loan Document. Other than as expressly set forth in this Amendment, Agent and each Lender hereby expressly reserve any rights, privileges and remedies under the Credit Agreement and each other Loan Document that Agent and each Lender may have with respect to any violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of any such violation, Default or Event of Default shall not directly or indirectly in any way whatsoever (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any other Loan Document, (ii) amend or alter any provision of the Credit Agreement or any other Loan Document or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of Borrowers or any Guarantor or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document or any other contract or instrument. Other than as expressly set forth in this Amendment, nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any other Loan Document.
Article 5
MISCELLANEOUS
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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.
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BORROWERS:
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FORTEGRA FINANCIAL CORPORATION, a Delaware corporation
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By: /s/ Edward Peña Name: Edward Peña Title: Chief Financial Officer
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LOTS INTERMEDIATE CO., a Delaware corporation
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By: /s/ Edward Peña Name: Edward Peña Title: Chief Financial Officer
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THE FORTEGRA GROUP, INC., a Delaware corporation
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By: /s/ Edward Peña Name: Edward Peña Title: Chief Financial Officer
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GUARANTORS:
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AUTO KNIGHT MOTOR CLUB INC., a California corporation
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By: /s/ John Short Name: John Short Title: Secretary
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CONTINENTAL CAR CLUB, INC., a Tennessee corporation
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By: /s/ John Short Name: John Short Title: Secretary
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UNITED MOTOR CLUB OF AMERICA, INC., a Kentucky corporation
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By: /s/ John Short Name: John Short Title: Secretary
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4WARRANTY CORPORATION, a Florida corporation
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By: /s/ John Short Name: John Short Title: Secretary
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THE SERVICE DOC, INC., a Florida corporation
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By: /s/ John Short Name: John Short Title: Secretary
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LOT SOLUTIONS, INC., a Georgia corporation
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By: /s/ John Short Name: John Short Title: Secretary
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LOTSOLUTIONS FLORIDA LLC, a Florida limited liability company
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By: /s/ John Short Name: John Short Title: Secretary
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DIGITAL LEASH LLC, a Florida limited liability company
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By: /s/ John Short Name: John Short Title: Secretary
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SOUTH BAY FINANCIAL SERVICES, LLC, a Delaware limited liability company
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By: /s/ John Short Name: John Short Title: Secretary
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SOUTH BAY ACCEPTANCE CORPORATION, a California corporation
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By: /s/ John Short Name: John Short Title: Secretary
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SOUTH BAY FUNDING, LLC, a Delaware limited liability company
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By: /s/ John Short Name: John Short Title: Secretary
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PACIFIC BENEFITS GROUP NORTHWEST, L.L.C., an Oregon limited liability company
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By: /s/ John Short Name: John Short Title: Secretary
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SKY SERVICES LLC, a Delaware limited liability company
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By: /s/ John Short Name: John Short Title: Secretary
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FORTEGRA WARRANTY HOLDINGS, LLC, a Delaware limited liability company
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By: /s/ Edward Peña Name: Edward Peña Title: Chief Financial Officer
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FORTEGRA INTERMEDIATE WARRANTY HOLDINGS, LLC, a Delaware limited liability company
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By: /s/ Edward Peña Name: Edward Peña Title: Chief Financial Officer
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SAC HOLDINGS, INC. an Arizona corporation
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By: /s/ John Short Name: John Short Title: Secretary
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SAC ADMIN, INC. an Arizona corporation
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By: /s/ John Short Name: John Short Title: Secretary
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SMART AUTOCARE, INC., an Arizona corporation
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By: /s/ John Short Name: John Short Title: Secretary
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SMART AUTOCARE ADMINISTRATION SOLUTIONS, INC., an Arizona corporation
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By: /s/ John Short Name: John Short Title: Secretary
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INDEPENDENT DEALER GROUP, INC., a New Jersey corporation
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By: /s/ John Short Name: John Short Title: Secretary
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DEALER MOTOR SERVICES, INC., a New Jersey corporation
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By: /s/ John Short Name: John Short Title: Secretary
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OWNERSHIELD, INC., a Texas corporation
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By: /s/ John Short Name: John Short Title: Secretary
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ACCELERATED SERVICE ENTERPRISE, LLC, a New Jersey limited liability company
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By: /s/ John Short Name: John Short Title: Secretary
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AGENT:
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FIFTH THIRD BANK, NATIONAL ASSOCIATION, as the Agent, Issuing Lender and Lender
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By: /s/ Jane Badger Name: Jane Badger Title: SVP
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CITIZENS BANK, N.A., as a Lender
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By: /s/ Donald A. Wright Name: Donald A. Wright Title: SVP
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FIRST HORIZON BANK, as a Lender
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By: /s/ William Machmer Name: William Machmer Title: Senior Vice President
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BANK UNITED, N.A., as a Lender
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By: /s/ Jeff Landroche Name: Jeff Landroche Title: SVP
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ARVEST BANK, as a Lender
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By: /s/ John Suskie Name: John Suskie Title: Managing Director
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EXHIBIT 99.1
Tiptree and Warburg Pincus Announce Closing of Fortegra Sale
GREENWICH, Conn., May 29, 2026 – (BUSINESS WIRE) – Tiptree Inc. (NASDAQ: TIPT) (the “Company” or “Tiptree”) and Warburg Pincus LLC (“Warburg Pincus”) today announced the successful closing of the previously disclosed sale of The Fortegra Group, Inc. (“Fortegra”), a leading specialty insurer, to DB Insurance Co., Ltd., Korea's leading property and casualty insurer.
“We are pleased to have successfully completed the sale of Fortegra, which represents the culmination of a multi-year strategy to build and scale a global specialty insurance platform,” said Michael Barnes, Chairman and CEO of Tiptree. “Looking ahead, we are well positioned to focus on the next phase of our strategy—driving long-term value through disciplined capital allocation and strategic acquisitions, with a particular emphasis on financial services, including insurance, asset management, and specialty finance.”
“We have greatly valued the opportunity to work alongside Rick, the Fortegra management team and our partners at Tiptree during this important period for the company. As the company enters this next phase, Fortegra is coming from a place of strength, and we look forward to following their future success,” said Dan Zilberman, Global Head of Capital Solutions and Global Co-Head of Financial Services at Warburg Pincus.
The transaction represents a significant milestone in Tiptree’s evolution and unlocks substantial capital to enhance shareholder value, including:
About Tiptree
Tiptree Inc. (NASDAQ: TIPT) allocates capital to select small and middle market companies with the mission of building long-term value. Established in 2007, Tiptree has a significant track record investing across a variety of industries and asset types, including insurance, asset management, specialty finance, and real estate sectors. With proprietary access and a flexible capital base, Tiptree seeks to uncover compelling investment
opportunities and support management teams in unlocking the full value potential of their businesses. For more information, please visit tiptreeinc.com and follow us on LinkedIn.
About Warburg Pincus
Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $100 billion in assets under management, and more than 215 companies in its active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies.
Warburg Pincus has been a leading investor in the insurance industry for 30 years, investing more than $5 billion in equity capital across more than 20 investments, globally. These investments include Aeolus Re, Arch Capital, Fetch Pet Insurance, Foundation Risk Partners, ICICI Lombard Insurance, K2 Insurance Services, Keystone Agency Partners, McGill & Partners, ParetoHealth, RenaissanceRe, and Somers Re, amongst others.
The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn and YouTube.
Forward-Looking Statements
This communication contains “forward-looking statements” which involve risks, uncertainties and contingencies, many of which are beyond the Company’s control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained in this communication that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “target,” “will,” or similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations for our businesses and intentions. The forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecast in the forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to those described in the section entitled “Risk Factors” in the
Company’s Annual Report on Form 10-K, and as described in the Company’s other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date of this communication. The factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could affect our forward-looking statements. Consequently, our actual performance could be materially different from the results described or anticipated by our forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statements.