Callodine Group, LLC entered into a definitive agreement to acquire Manning & Napier, Inc. (NYSE:MN) from Renaissance Technologies LLC, QCI Asset Management Inc and others for approximately $280 million on March 31, 2022. As reported, Callodine will pay a purchase price of $12.85 per share in cash of Manning & Napier common stock. Manning & Napier Board and advisors may actively initiate, solicit and consider alternative acquisition proposals during a 40-day “go shop” period. Callodine obtained the equity commitment of approximately $149 million from East Asset Management, LLC and debt financing commitment of $100 million from Wells Fargo Bank, National Association, Citizens Bank, National Association and KeyBank National Association to finance the transaction. Following the close, Manning & Napier will go private and become a wholly owned subsidiary of Callodine. Following the close, Manning & Napier will become a wholly owned subsidiary of Callodine. The merger agreement requires that if Manning & Napier terminates the merger agreement prior to the No-Shop period start date with respect to a superior proposal transaction, Manning & Napier will pay to Callodine a fee of $3.14 million; otherwise upon termination of the merger agreement, Manning & Napier will be required to pay Callodine a termination fee of $8.79 million; and Callodine will be required to pay Manning & Napier a termination fee of $15.07 million, in each case under certain specified circumstances. At the closing of the transaction, Manning & Napier will de-register its shares with the SEC and de-list its shares from the New York Stock Exchange.

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.