National General Announced Agreement to Acquire Direct General

In June 2016, National General announced an agreement to acquire Direct General Corporation

• Purchase price of $165mm representing 1.27x 12/31/15 GAAP equity
• Transaction closed in the fourth quarter of 2016
• Direct General has been owned by Calera Capital and TPG Capital since March 2007(a)

National General CEO, Barry Karfunkel made the following points regarding the acquisition:

• Adds a company that is well known as a direct marketing NSA leader in the Southeast
• Track record of strong growth enabling expansion of National General’s distribution channel
• Expect to realize benefits from transitioning Direct General to National General platforms
• Immediately accretive to earnings

Direct General is the largest privately-owned direct-to-consumer auto insurer in the U.S.(a)

• Produced over $500mm of direct premium in 2015 across 13 core Southeastern states
• Employs a direct to consumer omni-channel distribution strategy including 417 store fronts

National General is a specialty personal lines insurance holding company

• Provides personal and commercial automobile, homeowners, recreational vehicle and A&H
• Built through a combination of organic growth and opportunistic acquisitions
• National General has managed premium over $2.6bn and has $1.6bn of shareholders’ equity(a)

Calera Capital is a private equity firm solely focused on investment in the middle-market

• Since inception, Calera has invested over $2.7bn of equity in over 30 investments(a

TPG is a leading global private investment firm founded in 1992 with over $70bn AUM(a)

• TPG Capital has invested nearly $50bn of equity capital through more than 150 transactions

TCMA acted as financial advisor to Direct General and its owners, TPG and Calera

• Assisted in running broadly marketed sale process
• Provided transaction advice to assist sellers in receiving a premium valuation
• Assisted in transaction negotiations

(a) As of the time of the transaction.