Advisor Group Announces Senior Secured Notes Offering by AG TTMT Escrow Issuer LLC

PHOENIX, Aug. 4, 2022 /PRNewswire/ -- Advisor Group Holdings, Inc. ("Advisor Group") today announced that AG TTMT Escrow Issuer LLC ("AG Issuer") intends to offer $475.0 million in aggregate principal amount of its Senior Secured Notes due 2027 (the "Notes"), subject to market and other conditions. The Notes are being offered in connection with Advisor Group's previously announced acquisition of American Portfolios Holdings, Inc. ("American Portfolios") pursuant to the Agreement and Plan of Merger, dated June 16, 2022 (the "Merger" and such agreement, the "Merger Agreement").

Advisor Group intends to use any net proceeds from the offering to finance and consummate the Merger and related transactions. Advisor Group intends to use any other remaining proceeds for general corporate purposes, which may include financing the consummation of Advisor Group's acquisition of Infinex Financial Holdings, Inc. pursuant to an Agreement and Plan of Merger, dated May 13, 2022.

To the extent the offering closes prior to the Merger, the proceeds from the offering will be placed in escrow until the closing of the Merger. Upon the closing of the Merger, AG Issuer will merge with and into Advisor Group, with Advisor Group continuing as the surviving corporation and assuming the obligations of AG Issuer under the Notes and the related indenture.

Following the closing of the Merger, (i) the Notes will be guaranteed on a senior secured basis by each of Advisor Group's existing and future wholly-owned U.S. restricted subsidiaries that will guarantee Advisor Group's senior secured credit facilities and (ii) the Notes and related guarantees will be secured on a first-priority basis by liens on all assets of Advisor Group and the guarantors that secure Advisor Group's senior secured credit facilities and existing senior secured notes due in 2028.

The Notes and the related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and related guarantees have not been and will not be registered under the Securities Act or any state or other jurisdiction's securities laws. Accordingly, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state or other jurisdiction's securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Advisor Group

Advisor Group, a portfolio company of Reverence Capital Partners, is the nation's largest network of independent wealth management firms, serving approximately 9,700 financial professionals and overseeing approximately $515 billion in client assets*. The firm is mission-driven to support the strategic role that financial professionals can play in the lives of their clients. Cultivating a spirit of entrepreneurship and independence, Advisor Group champions the enduring value of financial professionals and is committed to being in their corner every step of the way. For more information visit https://www.advisorgroup.com.

Securities and investment advisory services are offered through the firms: FSC Securities Corporation, Royal Alliance Associates, Inc., SagePoint Financial, Inc., Triad Advisors, LLC, and Woodbury Financial Services, Inc., broker-dealers, registered investment advisers, and members of FINRA and SIPC. Securities are offered through Securities America, Inc., a broker-dealer and member of FINRA and SIPC. Advisory services are offered through Arbor Point Advisors, LLC, Ladenburg Thalmann Asset Management, Inc., Securities America Advisors, Inc., and Triad Hybrid Solutions, LLC, registered investment advisers. Advisory programs offered by FSC Securities Corporation, Royal Alliance Associates, Inc., SagePoint Financial, Inc., and Woodbury Financial Services, Inc., are sponsored by VISION2020 Wealth Management Corp., an affiliated registered investment adviser. Advisor Group, Inc. is an affiliate of these firms. 20 E. Thomas Rd., Ste. 2000, Phoenix, AZ, 85012. 866.481.0379.

*Based on end of year 2021 data 

Forward-Looking Statements

Statements in this release regarding the Notes offering, the use of proceeds therefrom and the Merger are forward-looking statements. Such forward-looking statements are inherently uncertain, and actual results may differ materially as a result of a variety of factors. Such forward-looking statements are based upon management's current expectations and include known and unknown risks, uncertainties and other factors, many of which Advisor Group is unable to predict or control, that may cause actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the timing to consummate the Notes offering and Merger; (ii) the risk that a condition to closing of the proposed Merger may not be satisfied and the Merger may not close; (iii) the risk that a regulatory approval that may be required for the proposed Merger is delayed, is not obtained or is obtained subject to conditions that are not anticipated; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement governing the Merger; (v) changes in general economic and financial market conditions, including investor sentiment; (vi) fluctuations in the value of brokerage and advisory assets and the number of investors we serve; (vii) effects of competition in the financial services industry; (viii) changes in interest rates and fees payable by banks participating in our cash sweep program, including our success in negotiating agreements with current or additional counterparties; (ix) our strategy in managing cash sweep program fees; and (x) changes in the growth and profitability of our fee-based business. The list above is not exhaustive. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Advisor Group disclaims any obligation to update any such forward-looking statements, except as required by law.

Advisor Group
Media

Joseph Kuo / Donald Cutler
Haven Tower Group
424 317 4851 or 424 317 4864
[email protected] or [email protected]

SOURCE Advisor Group

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