Primerica, Inc. disclosed in an amended Form S-1 filing with the regulator, that its sole stockholder, which is a wholly owned subsidiary of Citigroup Inc. (C), is selling 18 million shares of its common stock. Primerica said it currently expects the initial public offering price to be between $12 and $14 per share.
Primerica said it has applied to have its common stock listed on the New York Stock Exchange under the symbol "PRI". Primerica said it will not receive any of the proceeds from the sale of shares of common stock by the selling stockholder.
The selling stockholder has granted the underwriters an option to purchase up to 2.70 million additional shares of common stock to cover over-allotments.
Primerica noted that the selling stockholder has agreed to sell in a private sale to private equity funds managed by Warburg Pincus LLC approximately 17.21 million shares of common stock, and warrants to purchase from company of about 4.3 million shares at an exercise price per share equal to 120% of the per share public offering price.
Warburg Pincus also has a right to buy from the selling stockholder, for up to $100 million, additional shares of Primerica's common stock at the public offering price as part of the concurrent private sale.
Immediately following completion of the offering and after giving effect to such private sale, Citigroup will beneficially own between approximately 32% and 46% of Primerica's pro forma shares of common stock, and funds managed by Warburg will own between approximately 23% and 33% of pro forma common shares, depending on level of underwriters exercise over-allotment option and Warburg exercise right to buy additional shares.
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