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EX-99.1 - EXHIBIT 99.1 - EDELMAN FINANCIAL GROUP INC.v314854_ex99-1.htm





Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  May 30, 2012


The Edelman Financial Group Inc.

(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)


0-30066   76-0583569
(Commission File Number)   (IRS Employer Identification No.)
600 Travis, Suite 5800, Houston, Texas   77002
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code  (713) 993-4610



(Former name or former address, if changed since last report)


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:


o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


T    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01. Other Events.

On May 30, 2012, The Edelman Financial Group Inc. a Texas corporation (the “Company”), issued a press release announcing the end of the “go-shop” period set forth in the previously announced Agreement and Plan of Merger dated as of April 16, 2012, by and among the Company, Summer Holdings II, Inc., a Delaware corporation (“Parent”), and Summer Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub were formed by affiliates of Lee Equity Partners, LLC, a New York based private equity firm (“Lee Equity Partners”). The Company did not receive any alternative acquisition proposals from third parties during the “go-shop” period. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Cautionary Statement Regarding Forward Looking Information


This filing contains forward-looking statements, which may be identified by words such as “may,” “could,” “should,” “would,” “estimate,” “expect,” and similar expressions or statements of current expectation, assumption or opinion. These are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. There are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements, including the following: (1) the Company may be unable to obtain the shareholder approval required for the transaction; (2) conditions to the closing of the transaction may not be satisfied or waived; (3) the transaction may involve unexpected costs, liabilities or delays; (4) the business of the Company may suffer as a result of uncertainty surrounding the transaction; (5) the Company may be adversely affected by other economic, business, and/or competitive factors; (6) legislative developments; (7) changes in tax and other laws; (8) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (9) the failure to receive the necessary debt financing set forth in the commitment letters received in connection with the transaction, and (10) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. Additional factors that may affect the future results of the Company are set forth in its filings with the Securities and Exchange Commission, including its recent filings on Forms 10-K, 10-K/A, 10-Q, and 8-K, including, but not limited to, those described in the Company’s Form 10-K for the fiscal year ended December 31, 2011 and the Company’s Form 10-Q for the fiscal quarter ended March 31, 2012. These forward-looking statements reflect the Company’s expectations as of the date of this press release. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.


Additional Information and Where to Find It


The Company filed a preliminary proxy statement on Schedule 14A with the SEC on April 16, 2012. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. the Company and Parent also intend to file other relevant materials with the SEC. INVESTORS AND SECURITY HOLDERS OF THE EDELMAN FINANCIAL GROUP ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT, BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The definitive proxy statement will be mailed to shareholders of The Edelman Financial Group seeking their approval of the proposed transaction. This communication is not a solicitation of a proxy from any security holder of the Company.


Investors and security holders may obtain a free copy of the definitive proxy statement when it becomes available, and other documents filed by The Edelman Financial Group with the SEC, at the SEC’s website at Free copies of the proxy statement, when it becomes available, and the Company’s other filings with the SEC may also be obtained from the Company by directing a request to the Company, Attention: Corporate Secretary, Susan Bailey, or by calling (713) 220-5115. Such documents are not currently available. You may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.




The Company and its directors, executive officers, and other members of its management and employees may be deemed to be soliciting proxies from the Company’s shareholders in favor of the proposed acquisition. Information regarding the Company’s directors and executive officers is available in its Annual Report on Form 10-K/A for the year ended December 31, 2011, filed with the SEC on April 30, 2012. Additional information regarding the interests of the Company and its directors and executive officers in the proposed acquisition, which may be different than those of the Company’s shareholders generally, is included in the preliminary proxy statement filed with the SEC and will be included in the definitive proxy statement and other relevant documents filed with the SEC when they become available.


Item 9.01.   Financial Statements and Exhibits.


d.       Exhibits



99.1 Press Release by The Edelman Financial Group Inc. dated May 30, 2012.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  By:     /s/ John T. Unger  
    John T. Unger,
    Senior Vice President and General Counsel
Date: May 30, 2012