Primerica, Inc. (Form: 8-K, Received: 07/01/2021 16:21:57)

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

1 Primerica Parkway

Duluth, Georgia 30099

(Address of principal executive offices, and Zip Code)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): June 30, 2021

Primerica, Inc.

(Exact name of registrant as specified in its charter)

(770) 381-1000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	PRI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Other Events

On June 30, 2021, Primerica, Inc., a Delaware corporation (the “Company”), entered into an Amendment (the “Amendment”) to the previously announced Share Purchase Agreement (the “Purchase Agreement”) by and among Etelequote Limited, a company incorporated and existing under the laws of Bermuda (“ETQ”), Primerica Newco, Inc. (“ETQ Holdco”), a newly-formed Delaware corporation and subsidiary of the Company, Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the shareholders of ETQ (such shareholders, the “Selling Shareholders”) and the Selling Shareholders. Pursuant to the Amendment, among other things, the parties modified an element of the purchase price calculation relating to debt held at closing and the calculation of earnout payments.

The foregoing description of the terms of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by the complete text of the Amendment, a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01 Other Events

On July 1, 2021, the Company completed its previously announced acquisition of the operating subsidiaries of ETQ pursuant to the terms of the Purchase Agreement and the Amendment (the “Acquisition”).

Pursuant to the terms of the Purchase Agreement, ETQ Holdco purchased from the Selling Shareholders 100% of the issued and outstanding capital stock of e-TeleQuote Insurance, Inc., a Florida corporation that operates as a field marketing organization and licensed insurance agency appointed to sell Medicare health plan options in all 50 states and Puerto Rico (“e-TeleQuote”), for consideration of (i) approximately $340 million in cash, (ii) $15 million in an unsecured, subordinated note, guaranteed by the Company and issued by ETQ Holdco to ETQ’s majority shareholder (the “Majority Shareholder Note”) and (iii) common shares of ETQ Holdco constituting 20% of the total issued and outstanding shares of capital stock of ETQ Holdco issued to ETQ’s minority shareholders, resulting in ETQ Holdco being an 80%-owned indirect subsidiary of the Company. The Purchase Agreement also contemplates the potential for contingent consideration of up to $50 million to be paid by the Company or ETQ Holdco to the Selling Shareholders in the form of earnout payments of up to $25 million in each of 2022 and 2023. In conjunction with the Acquisition, the Company also replaced e-TeleQuote’s existing debt with lower cost funding provided by the Company (the “Replacement Facility”). The Company funded the Acquisition and the draw on the Replacement Facility using cash, a draw on the Company’s revolving credit facility, and the Majority Shareholder Note.

The foregoing description of the terms of the Purchase Agreement is only a summary, does not purport to be complete and is qualified in its entirety by the complete text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 19, 2021, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1	Share Purchase Agreement dated as of April 16, 2021, incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 19, 2021.

2.2	Amendments to Share Purchase Agreement dated as of June 30, 2021.

99.1*

Press Release issued by Primerica, Inc. dated July 1, 2021.

104Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 1, 2021		PRIMERICA, INC.


	By:	/s/ Stacey K. Geer
		Stacey K. Geer
		Executive Vice President, Chief Governance Officer and Deputy General Counsel

EXHIBIT 2.2

ACTIVE 269901630v.7

AMENDMENT TO
SHARE PURCHASE AGREEMENT

This AMENDMENT TO SHARE PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of June 30, 2021 by and among PRIMERICA, INC., a Delaware corporation (“Parent”), PRIMERICA NEWCO, INC., a Delaware corporation and wholly owned subsidiary of Primerica (“Purchaser”), ETELEQUOTE LIMITED, an exempted company limited by shares incorporated and existing under the laws of Bermuda (the “Company”), the shareholders of the Company set forth on Exhibit A (each, a “Selling Shareholder” and, collectively, the “Selling Shareholders”), and FORTIS ADVISORS LLC, a Delaware limited liability company solely in its capacity as the sellers’ representative (the “Sellers’ Representative”), as an amendment to the Share Purchase Agreement made and entered into as of April 18, 2021 by and among Parent, Purchaser, the Company, the Selling Shareholders and the Sellers’ Representative (the “Share Purchase Agreement”). Parent, Purchaser, the Company, the Selling Shareholders and the Sellers’ Representative are sometimes referred to herein individually as a “Party” and collectively herein as the “Parties.”

RECITALS

A.	WHEREAS, the Parties desire to amend the Share Purchase Agreement as set forth herein; and

WHEREAS, Section 12.13 of the Share Purchase Agreement provides that the Share Purchase Agreement may be amended prior to the Closing Date by means of a written instrument duly executed and delivered by Parent and Purchaser, on the one hand, and the Company and each of the Selling Shareholders, on the other.

NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

AMENDMENT

1.Capitalized terms in this Amendment that are not otherwise defined herein shall have the meaning given them in the Share Purchase Agreement.

2.The definition of “Earnout Consideration (2021)” in Exhibit B of the Share Purchase Agreement is hereby deleted and replaced in its entirety with the following (to correct a scrivener’s error as highlighted below):

“Earnout Consideration (2021)” means (i) in the event there is no Change of Control prior to December 31, 2021, (A) $25,000,000, in the event the EBITDA Achievement Percentage (2021) is greater than or equal to 100%, (B) the amount determined by multiplying (1) $25,000,000 by (2) the Earnout Payout Percentage (2021), in the event the EBITDA Achievement Percentage (2021) is greater than or equal to 85% but less than 100%, or (C) zero, in the event the EBITDA

Achievement Percentage (2021) is less than 85%; or (ii) in the event there is a Change of Control prior to December 31, 2021, the Accelerated Earnout Consideration.

3.The definition of “Earnout Consideration (2022)” in Exhibit B of the Share Purchase Agreement is hereby deleted and replaced in its entirety with the following (to correct a scrivener’s error as highlighted below):

“Earnout Consideration (2022)” means (i) in the event there is no Change of Control prior to December 31, 2022, (A) $25,000,000, in the event the EBITDA Achievement Percentage (2022) is greater than or equal to 100%, (B) the amount determined by multiplying (1) $25,000,000 by (2) the Earnout Payout Percentage (2022), in the event the EBITDA Achievement Percentage (2022) is greater than or equal to 85% but less than 100%, or (C) zero, in the event the EBITDA Achievement Percentage (2022) is less than 85%; or (ii) in the event there is a Change of Control prior to December 31, 2022, the Accelerated Earnout Consideration.

4. Exhibit B of the Share Purchase Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:

“Capital Contribution and Offset Agreement” means that certain Capital Contribution and Offset Agreement between the Company and e-TeleQuote, dated as of June 29, 2021.

“Earnout Payout Percentage (2021)” means the percentage obtained by dividing (i) (A) the EBITDA Achievement Percentage (2021) minus eighty-five percent (85%) by (ii) fifteen percent (15%).

“Earnout Payout Percentage (2022)” means the percentage obtained by dividing (i) (A) the EBITDA Achievement Percentage (2022) minus eighty-five percent (85%) by (ii) fifteen percent (15%).

5.The definition of “Net Debt” in Exhibit B of the Share Purchase Agreement is hereby deleted and replaced in its entirety with the following (to correct a scrivener’s error as highlighted below):

“Net Debt” means (a) Closing Indebtedness minus (b) Closing Cash minus (c) two million dollars (US$2,000,000).

6.Item 3 of Exhibit K to the Share Purchase Agreement is hereby amended (to correct a scrivener’s error) by deleting the words “Section 5.10” and replacing them with “Section 5.11.”

7. Section 1.9(c)(xii) of the Share Purchase Agreement is hereby deleted and replaced in its entirety with the following (to reflect (i) that e-TeleQuote owes the Company principal and interest in the aggregate amount of $30,208,018 stemming from certain advances previously made by the Company, (ii) that the Company owes e-TeleQuote principal and interest in the aggregate amount of $5,572,208 stemming from certain advances previously made by e-TeleQuote and (iii) the entry by the Company and e-TeleQuote into that certain Capital Contribution and Offset Agreement dated as of June 29, 2021 (attached hereto as Exhibit B)):

evidence reasonably satisfactory to Parent and Purchaser that the accrued but unpaid interest on any outstanding debt obligations owed by e-TeleQuote to the Company or any outstanding debt obligations owed by the Company to e-TeleQuote, as applicable, have been discharged, offset or paid and that any such obligations have been settled, in each case, in accordance with Section 5.11.

8. Section 5.11 of the Share Purchase Agreement is hereby deleted and replaced in its entirety with the following (to reflect (i) that e-TeleQuote owes the Company principal and interest in the aggregate amount of $30,208,018 stemming from certain advances previously made by the Company, (ii) the Company owes e-TeleQuote principal and interest in the aggregate amount of $5,572,208 stemming from certain advances previously made by e-TeleQuote and (iii) the entry by the Company and e-TeleQuote into that certain Capital Contribution and Offset Agreement dated as of June 29, 2021):

Affiliate Transactions. Except as otherwise agreed by Parent and Purchaser, on the one hand, and the Company, on the other, or as set forth in Schedule 5.11, the Selling Shareholders and the Company shall, and shall cause their respective Affiliates to, take such actions as may be necessary to terminate or commute prior to or concurrently with the Closing all Affiliate Transactions and to settle, discharge, offset or pay in full any intercompany loans, notes or advances, regardless of their maturity, including any accrued and unpaid interest thereon, such that, following the Closing, the Acquired Companies or the Company, as applicable, shall have no further liability under such Affiliate Transactions; provided, the aggregate amount of payments to be made by the Acquired Companies or the Company, as applicable, pursuant to this Section 5.11 shall not exceed forty thousand dollars (US$40,000), other than with respect to the Parent Advances and Subsidiary Advances (each as defined in the Capital Contribution and Offset Agreement), which shall be settled in accordance with the Capital Contribution and Offset Agreement. Any unpaid Taxes attributable to the settlement of the Parent Advances and Subsidiary Advances (each as defined in the Capital Contribution and Offset Agreement) shall be treated as Pre-Closing Taxes of e-TeleQuote for purposes of this Agreement.

9. The following sentence is added to the end of Section 7.2(b) (to reflect the entry by the Company and e-TeleQuote into that certain Capital Contribution and Offset Agreement dated as of June 29, 2021):

Notwithstanding anything in this Agreement to the contrary, Parent shall be permitted to file, or to cause e-TeleQuote to file, the IRS Form(s) 1042-S necessary

to satisfy the requirements of Section 4 of the Capital Contribution and Offset Agreement.

10. Parent and Purchaser hereby waive the closing condition set forth in Section 8.3 of the Share Purchase Agreement solely with respect to the CCP exemption under Section 4(1) of the Competition Act, 2010 with respect to the Restrictive Covenant Agreement.

11. Parent and Purchaser hereby waive the closing condition set forth in Section 8.2 of the Share Purchase Agreement solely with respect to the Company’s covenant set forth in Section 5.14(a) of the Share Purchase Agreement regarding the transfer of equity interests in ETQ Nicaragua; provided, that the Company and each of the Selling Shareholders agrees to take all actions necessary, proper and advisable and in accordance with applicable Legal Requirements to cause all of the authorized, issued and outstanding equity interests in ETQ Nicaragua to be transferred to e-TeleQuote or such other Person as may be agreed by Parent and Purchaser in their reasonable discretion, as promptly as practicable following the Closing and in any event no later than September 1, 2021; provided, further, for the avoidance of doubt, this waiver of the closing condition set forth in Section 8.2 shall not (a) affect the status of ETQ Nicaragua as an Acquired Company for purposes of the Transaction Documents or (b) abrogate or otherwise excuse the Company’s, the Selling Shareholders’ or the Sellers’ Representative’s obligations under the Share Purchase Agreement with respect to the equity interests in ETQ Nicaragua including, without limitation, Section 2.2(c), Section 2.2(e) and Section 5.14(a) thereof.

12.Except as expressly modified hereby, all terms, conditions and provisions of the Share Purchase Agreement shall continue in full force and effect.

13.In the event of any inconsistency or conflict between the terms and provisions of the Share Purchaser Agreement and this Amendment, the terms and provisions of this Amendment shall govern and control.

14.This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Amendment (in counterparts or otherwise) by electronic transmission in .pdf format or by facsimile shall be sufficient to bind the Parties to the terms and conditions of this Amendment.

[Signature Pages Follow]

The Parties have caused this Amendment to be executed and delivered as of the date first written above.

PURCHASER:

PRIMERICA NEWCO, INC.

By: /s/ Michael W. Miller

Name: Michael W. Miller

Title: President

PARENT:

PRIMERICA, INC.

By: /s/ Glenn J. Williams

Name: Glenn J. Williams

Title: Chief Executive Officer

[Signature Page to Amendment to Share Purchase Agreement]

The Parties have caused this Amendment to be executed and delivered as of the date first written above.

COMPANY:

ETELEQUOTE LIMITED

By:/s/ Anthony P. Solazzo

Name: Anthony P. Solazzo

Title: Chief Executive Officer

SELLERS’ REPRESENTATIVE:

FORTIS ADVISORS LLC

By: /s/ Ryan Simkin

Ryan Simkin

Managing Director

[Signature Page to Amendment to Share Purchase Agreement]

The Parties have caused this Amendment to be executed and delivered as of the date first written above.

SELLING SHAREHOLDERS:

THE RESOURCE GROUP INTERNATIONAL LIMITED

By: /s/ Zia Chishti_____________________

Name: Zia Chishti

Title: Director

PROJECT SUNSHINE PAID LLC

By: /s/ Greg Beam_____________________

Name: Greg Beam

Title: Manager

ADIA GLOBAL LLC

By: /s/ Shuja Keen_____________________

Name: Shuja Keen

Title: Managing Partner

ASGHAR HUSAIN

/s/ Asghar Husain_____________________
Asghar Husain

CARL O’NEIL

/s/ Carl O’Neil________________________
Carl O’Neil

[Signature Page to Amendment to Share Purchase Agreement]

The Parties have caused this Amendment to be executed and delivered as of the date first written above.

SELLING SHAREHOLDERS:

DARRIN CATES

/s/ Darrin Cates
Darrin Cates

DAVID B. PORCH, JR.

/s/ David B. Porch Jr.___________________
David B. Porch, Jr.

PAULEE C. DAY

/s/ Paulee C. Day______________________
Paulee C. Day

[Signature Page to Amendment to Share Purchase Agreement]

The Parties have caused this Amendment to be executed and delivered as of the date first written above.

SELLING SHAREHOLDERS:

ANDREW DOUGLAS

Andrew Douglas
Andrew Douglas

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

ANNA KAPOSHKO

Anna Kaposhko_______________________
Anna Kaposhko

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

ANTWONETTE CRITTON

Antwonette Critton____________________
Antwonette Critton

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

ANUM GARDEZI

Anum Gardezi________________________
Anum Gardezi

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

[Signature Page to Amendment to Share Purchase Agreement]

The Parties have caused this Amendment to be executed and delivered as of the date first written above.

SELLING SHAREHOLDERS:

ARMAN PURIFICACION

Arman Purificacion____________________
Arman Purificacion

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

CATHY DUNDAS

Cathy Dundas________________________
Cathy Dundas

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

DARLENE LARKINS KELLER

Darlene Larkins Keller_________________
Darlene Larkins Keller

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

DENNIS BROWN

Dennis Brown________________________
Dennis Brown

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

[Signature Page to Amendment to Share Purchase Agreement]

The Parties have caused this Amendment to be executed and delivered as of the date first written above.

SELLING SHAREHOLDERS:

FELIX DE JESUS

Felix De Jesus________________________
Felix De Jesus

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

GHULAM MURTAZA

Ghulam Murtaza______________________
Ghulam Murtaza

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

HAMZA ALLI ASHRAF

Hamza Alli Ashraf_____________________
Hamza Alli Ashraf

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

JOHN SCOTT

John Scott___________________________
John Scott

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

[Signature Page to Amendment to Share Purchase Agreement]

The Parties have caused this Amendment to be executed and delivered as of the date first written above.

SELLING SHAREHOLDERS:

JOSEPH EDWARDS

Joseph Edwards_______________________
Joseph Edwards

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

MAHROZE RAZA

Mahroze Raza________________________
Mahroze Raza

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

MOHSIN NAWAZ

Mohsin Nawaz_______________________
Mohsin Nawaz

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

MUHAMMAD JUNAID JAVED

Muhammad Junaid Javed_______________
Muhammad Junaid Javed

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

[Signature Page to Amendment to Share Purchase Agreement]

The Parties have caused this Amendment to be executed and delivered as of the date first written above.

SELLING SHAREHOLDERS:

RANDALL SCHULER

Randall Schuler_______________________
Randall Schuler

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

RHODA WILLIAMS

Rhoda Williams______________________
Rhoda Williams

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

ROB CHAUNCEY

Rob Chauncey________________________
Rob Chauncey

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

SOUKASEUNE NOKHAM

Soukaseune Nokham___________________
Soukaseune Nokham

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

[Signature Page to Amendment to Share Purchase Agreement]

The Parties have caused this Amendment to be executed and delivered as of the date first written above.

SELLING SHAREHOLDERS:

SYED ASIR BIN KHALID

Syed Asir Bin Khalid___________________
Syed Asir Bin Khalid

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

TAMMY DUKE

Tammy Duke_________________________
Tammy Duke

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

VINCENT OWENS

Vincent Owens_______________________
Vincent Owens

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

WANDA GONZALEZ

Wanda Gonzalez______________________
Wanda Gonzalez

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

[Signature Page to Amendment to Share Purchase Agreement]

The Parties have caused this Amendment to be executed and delivered as of the date first written above.

SELLING SHAREHOLDERS:

WILLIAM LARKINS

William Larkins______________________
William Larkins

By /s/ Paulee C. Day

Paulee C. Day, Attorney-In-Fact

[Signature Page to Amendment to Share Purchase Agreement]

EXHIBIT A

Selling Shareholders

Majority Shareholder:

The Resource Group International Limited

Minority Shareholders:

Project Sunshine Paid LLC

Adia Global LLC

Andrew Douglas

Anna Kaposhko

Antwonette Critton

Anum Gardezi

Arman Purificacion

Asghar Husain

Carl O’Neil

Cathy Dundas

Darlene Larkins Keller

Darrin Cates

David B Porch, Jr.

Dennis Brown

Felix De Jesus

Ghulam Murtaza

Hamza Alli Ashraf

John Scott

Joseph Edwards

Mahroze Raza

Mohsin Nawaz

Muhammad Junaid Javed

Paulee C. Day

Randall Schuler

Rhoda Williams

Rob Chauncey

Soukaseune Nokham

Syed Asir Bin Khalid

Tammy Duke

Vincent Owens

Wanda Gonzalez

William Larkins

Exhibit 99.1

Primerica Closes Previously Announced Acquisition of e-TeleQuote

DULUTH, GA & CLEARWATER, FL, July 1, 2021 - Primerica, Inc. (NYSE:PRI), a leading provider of financial services to middle-income families throughout the United States and Canada, announced today that the Company has closed its previously announced acquisition of 80% of Etelequote Limited’s operating subsidiaries (collectively, “e-TeleQuote”). Pursuant to the terms of the acquisition agreement dated April 18, 2021, the transaction has an enterprise value of $600 million and an implied equity value of approximately $450 million. Additionally, under the terms of the agreement, Primerica will purchase the remaining 20% stake over a period of up to four years.

e-TeleQuote is a successful senior health insurance distributor of Medicare-related insurance policies and offers products from a wide array of carriers (including United Healthcare, Humana, and Anthem) with over 2,700 Medicare Advantage plans available. e-TeleQuote also has a growing Medicare supplement business with four carriers.

“The synergies created by this acquisition will allow Primerica’s life insurance-licensed independent sales representatives to serve clients’ financial needs more fully throughout their lifecycle,” said Glenn Williams, Primerica Chief Executive Officer. “e-TeleQuote’s specialized technology platform and dynamic sales centers align perfectly with Primerica’s powerful distribution capabilities, allowing us to deliver additional value to our clients, sales representatives, employees, and stockholders.”

“The pairing of our two organizations is a great opportunity for all parties involved,” said Anthony P. Solazzo, CEO and Founder of e-TeleQuote. “For many, health insurance is a complicated subject, especially when it comes to Medicare. We believe we can help Primerica’s clients understand the Medicare landscape more easily. Our licensed insurance agents use a carrier agnostic approach to helping beneficiaries select the right Medicare plan for them.” Consumers may obtain information on available plans through e-TeleQuote agents or its consumer facing website www.easymedicare.com.

Forward-looking Statement

This press release contains forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this press release do not constitute guarantees of future performance. Those statements, which are not strictly historical statements, including, without limitation, statements regarding the proposed acquisition of a majority stake in e-TeleQuote; the benefits of the acquisition of a majority stake in e-TeleQuote, including the expansion of Primerica’s distribution and lead curation capabilities, potential new cross-selling opportunities and market reach, diversification of Primerica’s earning streams, acceleration of Primerica’s long-term strategic plans and movement into an adjacent sector, potential enhancement of growth and earnings expectations, and the potential value and synergies that the strategic partnership may deliver, including to Primerica’s clients, sales force, employees and stockholders; expectations regarding new debt; and the expected timing of the proposed transactions, constitute forward-looking statements.

Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by the forward-looking statements, including, without limitation, the ability of Primerica to realize the potential benefits of the acquisition of a majority stake in e-TeleQuote; potential disruptions to Primerica’s and e-TeleQuote’s operations, distraction of management and other risks related to Primerica’s integration of e-TeleQuote’s business, team, technology and sales centers; e-TeleQuote’s ability to recruit agents; e-TeleQuote’s ability to retain management and key employees; the ability of e-TeleQuote’s sales agents to place policies based on leads provided by Primerica; revenue growth and recognition of revenue; products and services, and their development and distribution; risks related to economic, regulatory and competitive factors; risks related to Primerica and e-TeleQuote’s key strategic relationships, including e-TeleQuote’s carrier relationships; and other risks detailed in Primerica’s filings with the Securities and Exchange Commission. Primerica assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

About Primerica, Inc.

Primerica, Inc., headquartered in Duluth, GA, is a leading provider of financial services to middle-income households in the United States and Canada. Independent licensed representatives educate Primerica clients about how to better prepare for a more secure financial future by assessing their needs and providing appropriate solutions through term life insurance, which the company underwrites, and mutual funds, annuities and other financial products, which the company distributes primarily on behalf of third parties. Primerica insured over 5.5 million lives and had approximately 2.6 million client investment accounts at December 31, 2020. Primerica, through its insurance company subsidiaries, was the #2 issuer of Term Life insurance coverage in North America in 2020. Primerica stock is included in the S&P MidCap 400 and the Russell 1000 stock indices and is traded on The New York Stock Exchange under the symbol “PRI.”

About e-TeleQuote

e-TeleQuote, the owner and operator of easyMedicare.com, is an independent digital insurance marketplace providing individuals the ability to purchase Medicare insurance from the comfort of their homes. The company diligently researches available plan options from multiple insurance carriers, helping people choose a plan that best suits their needs. e-TeleQuote provides personal consultation through experienced licensed Medicare advisors who suggest plan coverage options based on an individual’s particular needs. The company is proud to serve in excess of 150,000 people across the United States.

Primerica, Inc.

Media:

Keith Hancock

470-564-6328

Email: Keith.Hancock@primerica.com

Investors:

Nicole Russell

470-564-6663

Email: Nicole.Russell@primerica.com

e-TeleQuote Insurance, Inc.

Paulee Day

(727) 953-9458

p.day@e-telequote.com