SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 6)

 Under the Securities Exchange Act of 1934

 

PRIMERICA, INC.

 (Name of Issuer)

 

Common Stock, par value $0.01 per share

 (Title of Class of Securities)

 

74164M 108

 (CUSIP Number)

 

SCOTT A. ARENARE, ESQ.

 WARBURG PINCUS LLC

 450 LEXINGTON AVENUE

 NEW YORK, NY 10017

 (212) 878-0600

 

(Name, Address and Telephone Number of Person

 Authorized to Receive Notices of Communication)

 

Copy to:

 

     DAVID K. LAM, ESQ.

 WACHTELL, LIPTON, ROSEN & KATZ

 51 WEST 52ND STREET

 NEW YORK, NY 10019

 (212) 403-1000

 

October 3, 2012

 (Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This Amendment No. 6 (this “Amendment”) amends and supplements the Schedule 13D (the “Initial Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 21, 2010, as amended by Amendment No. 1, filed with the SEC on April 21, 2011, Amendment No. 2, filed with the SEC on November 17, 2011, Amendment No. 3,  filed with the SEC on December 21, 2011, Amendment No. 4, filed with the SEC on April 18, 2012 and Amendment No. 5, filed with the SEC on April 27, 2012 (as amended, the “Statement”), and is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (together with Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership, “WP X”), Warburg Pincus X, L.P., a Delaware limited partnership and the general partner of WP X (“WP X LP”), Warburg Pincus X LLC, a Delaware limited liability company and the general partner of WP X LP (“WP X LLC”), Warburg Pincus Partners LLC, a New York limited liability company and the sole member of WP X LLC (“WP Partners”), Warburg Pincus & Co., a New York general partnership and the managing member of WP Partners (“WP”), Warburg Pincus LLC, a New York limited liability company that manages WP X (“WP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC, who may be deemed to control WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC.  Each of Messrs. Kaye and Landy, WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC (each of the foregoing, a “Reporting Person,” and collectively, the “Warburg Pincus Reporting Persons”) disclaims beneficial ownership of the shares of Common Stock except to the extent of any pecuniary interest therein.    

 

Information in respect of each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Warburg Pincus Reporting Person.  Except as otherwise described herein, the information contained in the Statement remains in effect, and, unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Statement. 

  

 

Item 2. Identity and Background

 

The response set forth in Item 2 of the Statement is hereby amended by replacing the third paragraph of Item 2(a) with the following paragraph:

 

As of the date hereof, the Warburg Pincus Reporting Persons beneficially own 14,779,413 shares of Common Stock in the aggregate, approximately 23.3% of the outstanding shares of Common Stock, based on 59,435,612 outstanding shares of Common Stock(based on information provided by Primerica), and including as outstanding 4,103,110 shares of Common Stock that underlie the warrants owned by the Warburg Pincus Reporting Persons. 

 

Item 4. Purpose of the Transaction

 

The response set forth in Item 4 of the Statement is hereby amended by adding the following after the last paragraph of Item 4:

 

On October 3, 2012, WP X entered into an agreement (the “October 2012 Share Repurchase Agreement”) with Primerica pursuant to which WP X has agreed to sell 2,087,682 shares of Common Stock to Primerica at a price of $28.74 per share of Common Stock, for an aggregate cash purchase price of $59,999,980.68.  The transaction is scheduled to be completed on October 10, 2012, provided that under certain circumstances Primerica may elect to delay the closing to a date not later than October 12, 2012.  The description of the terms of the October 2012 Share Repurchase Agreement set forth in Item 6 is incorporated herein by reference.   

 

Item 5. Interest in Securities of the Issuer

 

(c)    Other than as described in this Amendment, the Warburg Pincus Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.  The additional paragraph added to Item 4 by this Amendment is incorporated herein by reference.  

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

The response set forth in Item 6 of the Statement is hereby amended by adding the following after the last paragraph of Item 6:

 

            October 2012 Share Repurchase Agreement

 

            On October 3, 2012, WP X and Primerica entered into the October 2012 Share Repurchase Agreement, pursuant to which WP X has agreed to sell 2,087,682 shares of Common Stock to Primerica at a price of $28.74 per Common Share, for an aggregate cash purchase price of $59,999,980.68.  The transaction is scheduled to be completed on October 10, 2012, provided that under certain circumstances Primerica may elect to delay the closing to a date not later than October 12, 2012.   

 

 

Item 7. Material to be Filed as Exhibits

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 4, 2012

 

 

Exhibit 99.1

 

POWER OF ATTORNEY

 

            The undersigned, Charles R. Kaye, hereby constitutes and appoints each of Scott A. Arenare, Timothy J. Curt and Steven G. Glenn, acting individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in his name, place, and stead and on the undersigned’s behalf as his true and lawful attorney-in-fact to:

 

(1)               execute and deliver for and on behalf of the undersigned Forms 3, 4 and 5 (including any amendments, corrections, supplements or other changes thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

 

(2)               do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 (including any amendments, corrections, supplements or other changes thereto) and timely file such Forms with the United States Securities and Exchange Commission and any stock exchange, self-regulatory association or any other authority or person as may be required by law; and

 

(3)               take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

            The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is either Warburg Pincus LLC, or any affiliates or subsidiaries thereof, or Warburg Pincus & Co., or any affiliates or subsidiaries thereof, assuming, (i) any of the undersigned’s responsibilities to comply with the requirements of the Exchange Act or any liability for the undersigned’s failure to comply with such requirements or (ii) any obligation or liability that the undersigned incurs for profit disgorgement under Section 16(b) of the Exchange Act.

 

            This Power of Attorney shall continue in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or by such attorneys-in-fact in a signed writing delivered to the undersigned.  This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

 

            IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of September, 2012.

Signature: /s/ Charles R. Kaye
Name:     Charles R. Kaye

 

Exhibit 99.2

 

POWER OF ATTORNEY

 

            The undersigned, Joseph P. Landy, hereby constitutes and appoints each of Scott A. Arenare, Timothy J. Curt and Steven G. Glenn, acting individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in his name, place, and stead and on the undersigned’s behalf as his true and lawful attorney-in-fact to:

 

(1)               execute and deliver for and on behalf of the undersigned Forms 3, 4 and 5 (including any amendments, corrections, supplements or other changes thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

 

(2)               do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 (including any amendments, corrections, supplements or other changes thereto) and timely file such Forms with the United States Securities and Exchange Commission and any stock exchange, self-regulatory association or any other authority or person as may be required by law; and

 

(3)               take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

            The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is either Warburg Pincus LLC, or any affiliates or subsidiaries thereof, or Warburg Pincus & Co., or any affiliates or subsidiaries thereof, assuming, (i) any of the undersigned’s responsibilities to comply with the requirements of the Exchange Act or any liability for the undersigned’s failure to comply with such requirements or (ii) any obligation or liability that the undersigned incurs for profit disgorgement under Section 16(b) of the Exchange Act.

 

            This Power of Attorney shall continue in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or by such attorneys-in-fact in a signed writing delivered to the undersigned.  This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

 

            IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 6th day of September, 2012.

 

Signature: /s/ Joseph P. Landy_______
Name:     Joseph P. Landy