Primerica’s $600 Million Acquisition of e-TeleQuote

Martina Bellini, Global Legal Chronicle, April 22, 2021

Sidley Austin LLP represented Primerica on the deal.

Primerica, Inc. (NYSE: PRI), a leading provider of financial services to middle-income families throughout the United States and Canada, and Etelequote Limited, a senior health insurance distributor of Medicare-related insurance policies, announced that they have signed a definitive agreement under which Primerica will acquire 80% of Etelequote Limited’s operating subsidiaries (collectively, “e-TeleQuote”) at an enterprise value of $600 million. Under the terms of the agreement, Primerica will purchase the remaining 20% stake over a period of up to four years. The companies also signed a distribution agreement for Primerica’s U.S. sales force to refer Medicare Advantage and Medicare Supplement sales to e-TeleQuote. The transaction is expected to close in July 2021.

Headquartered in Clearwater, FL, e-TeleQuote is an innovative, fast growing business in the senior health insurance distribution space with a broad geographic reach into all 50 U.S. states and Puerto Rico. Led by strong entrepreneurial management, the 10-year-old company is well-positioned to expand its role as a distributor of Medicare-related plans, which help seniors defray medical expenses and provide peace of mind.

Under the terms of the share purchase agreement, Primerica will acquire 80% of e-TeleQuote at a $600 million enterprise value and a $450 million implied equity value based on an estimated $150 million in net debt at closing. Primerica will fund the transaction – which includes the 80% equity stake for $360 million as well as replacing e-TeleQuote’s existing debt with lower cost funding provided by Primerica – with $370 million in cash, a $125 million draw on its revolving credit facility, and a $15 million seller’s note. e-TeleQuote’s stockholders will have a potential earnout of up to $50 million payable in cash if specified financial targets are achieved in 2021 and 2022.

Goldman Sachs & Co. LLC served as financial advisor to Primerica and Sidley Austin LLP served as legal counsel to Primerica. J.P. Morgan Securities LLC served as financial advisor to e-TeleQuote, and Orrick, Herrington & Sutcliffe LLP served as legal counsel to e-TeleQuote.

The Sidley deal team included Perry Shwachman, Chad Vance, John Grothaus, Vicky Rusanova and Valentina Oliver.