Callodine Group, LLC completed the acquisition of Manning & Napier, Inc. (NYSE:MN) from Renaissance Technologies LLC, QCI Asset Management Inc and others.
Manning & Napier Chief Executive Officer, Marc Mayer, will remain in his position and will roll over a significant portion of his currently held shares into the new private company. The transaction is subject to the expiration or termination of any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; approvals from FINRA and the New Hampshire Banking Department; Manning & Napier shareholder approval; and other customary closing conditions. The board of directors of each Callodine and Manning & Napier have approved the transaction. Executive officers of Manning & Napier have entered into a support agreement pursuant to which they have agreed, among other things, to vote their shares of company stock in favor of the transaction, subject to certain conditions. As of April 29, 2022, the shareholders meeting of Manning & Napier is scheduled on June 22, 2022. As of August 3, 2022, shareholders of Manning & Napier, Inc. approved the transaction. The transaction is expected to close in the third quarter of 2022. On September 28, 2022, Manning & Napier extends the Termination Date, as defined in the Merger Agreement, to December 1, 2022. The merger remains subject to regulatory clearance by the New Hampshire Banking Department and the Financial Industry Regulatory Authority, and the satisfaction or waiver of other customary closing conditions. The parties currently expect to close the transaction in October 2022.
PJT Partners LP served as financial advisor and fairness opinion provider and Dennis J. Friedman and Andrew Kaplan of Gibson, Dunn & Crutcher LLP served as legal counsel to Manning & Napier. DAVID B. ZELIKOFF of Morgan, Lewis & Bockius LLP was represented the team of Manning & Napier, Inc. Wells Fargo Securities, LLC served as lead financial advisor to Callodine. Aviditi Advisors and MSI Capital Management, LLC also served as financial advisors and Karen Dewis, Stephen Ballas and Elizabeth Shea Fries of Sidley Austin LLP acted as legal counsel to Callodine. American Stock Transfer & Trust Company, LLC acted as transfer agent to Manning & Napier. Alliance Advisors, LLC will receive a fee of $40,000 for its services. Manning & Napier, Inc. will pay a financial advisory fee of $3,750,000.
Callodine Group, LLC completed the acquisition of Manning & Napier, Inc. (NYSE:MN) from Renaissance Technologies LLC, QCI Asset Management Inc and others on October 21, 2022. With the completion of the acquisition, Manning & Napier's common stock has ceased trading and will no longer be listed on the New York Stock Exchange.