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Use of Proceeds

We estimate that we will receive approximately $138.1 million in net proceeds 
from this offering, or $159.4 million if the underwriters’ overallotment 
option is exercised in full, and after deducting the underwriting discounts 
and commissions and estimated expenses payable by us of approximately $11.9 
million. 

Manning & Napier intends to use approximately $28.9 million of the net 
proceeds from this offering to purchase Class A units of Manning & Napier 
Group from Manning & Napier Group, which in turn expects to use such net 
proceeds for general corporate purposes and strategic growth opportunities,
including potential acquisitions and product seeding. However, as of the 
date of this prospectus, Manning & Napier Group has no agreement relating 
to any material acquisition or investment. Approximately one business day 
following the consummation of this offering, Manning & Napier intends to 
use approximately $105.7 million of the net proceeds from this offering to 
purchase Class A units of Manning & Napier Group held by M&N Group Holdings, 
which in turn expects to transfer such net proceeds to its members. William 
Manning, our current employees, including certain of our executive officers, 
and Richard Goldberg, directly and indirectly, collectively own 100% of the 
outstanding membership interests of M&N Group Holdings. The purchase price 
for each Class A unit will be equal to the price per share of our Class A 
common stock in this offering. M&N Group Holdings expects that its members 
will transfer such net proceeds as follows: approximately $53.3 million will 
be paid to William Manning; approximately $3.0 million will be paid to 
Patrick Cunningham; approximately $3.0 million will be paid to 
Jeffrey S. Coons; approximately $11.4 million will be paid to B. Reuben 
Auspitz; approximately $3.0 million will be paid to Charles S. Stamey; 
approximately $0.8 million will be paid to Beth H. Galusha; and the remaining 
approximately $31.2 million will be paid to the other minority shareholders 
of the members of M&N Group Holdings. The remaining net proceeds from this 
offering, or approximately $3.5 million, will be used by us for general 
corporate purposes. 

Manning & Napier Group has not yet determined the amount of the net proceeds 
it receives that will be used for any specific purpose. Accordingly, its 
management will have significant flexibility in applying the net proceeds 
of this offering it receives. Pending the application of the net proceeds 
from this offering, the net proceeds may be invested in short-term securities 
or other investment products.

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