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Table of Contents As filed with the Securities and Exchange Commission on March 17, 2010Registration No. 333-162918
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 4
to
FORM S-1
REGISTRATION STATEMENT
UNDERTHE SECURITIES ACT OF 1933
Primerica, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
6311
 
27-1204330
(State or Other Jurisdiction of 
 
Incorporation or Organization)
 
(Primary Standard Industrial
 
Classification Code Number)
 
(I.R.S. Employer
 
Identification Number)
 
Primerica, Inc.3120 Breckinridge Blvd.Duluth, Georgia 30099(770) 381-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Peter W. Schneider, Esq.Executive Vice President, General Counsel and Corporate SecretaryPrimerica, Inc.3120 Breckinridge Blvd.Duluth, Georgia 30099(770) 381-1000(770) 564-6216 (facsimile)
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicableafter the effective date of this Registration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule415 under the Securities Act of 1933, check the following box.
 If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.
 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.
 If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same
Gregory A. Fernicola, Esq.
 
Jeffrey A. Brill, Esq.
 
Skadden, Arps, Slate, Meagher & Flom LLPFour Times Square
 
New York, New York 10036
 
(212) 735-3000
 
(212) 735-2000 (facsimile)
 
Steven E. Fox, Esq.
 
Alan C. Leet, Esq.
 
Rogers & Hardin LLP
 
229 Peachtree St. N.E.
 
Atlanta, Georgia 30303
 
(404) 522-4700
 
(404) 525-2224 (facsimile)
 
Jeffrey D. Karpf, Esq.
 
Cleary Gottlieb Steen & HamiltonLLP
 
One Liberty Plaza
 
New York, New York 10006
 
(212) 225-2000
 
(212) 225-3999 (facsimile)
 Page 1 of 298Amendment No. 4 to Form S-13/17/2010http://cfdocs.bbwebds.bloomberg.com:27638/drv1/pub/edgar/2010/03/17/0001193125-10-...
 
offering.
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reportingcompany” in Rule 12b-2 of the Exchange Act. (check one)Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reportingcompany
 
CALCULATION OF REGISTRATION FEE
Title of Each Class of 
 
Securities to be Registered
 
Amount to be
 
Registered(1)
 
Proposed
 
Maximum
 
Offering Price
 
Per Unit
 
Proposed
 
MaximumAggregateOffering Price(2)
 
Amount of Registration Fee(3)
Common Stock, $0.01 par value
 
20,700,000
 
$14.00
 
$289,800,000
 
$13,532.74(1)
 
Includes shares of common stock to be offered by the selling stockholder in this offering and shares of common stock that may be purchased by the underwriters from the selling stockholder upon the exercise of the underwriters’ over-allotment option.(2)
 
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.(3)
 
The registration fee payable with respect to the registered securities has been offset as permitted by Rule 457(b) in theamount of $5,580, which was previously paid by the registrant on November 5, 2009 in connection with the registrationof $100,000,000 of securities.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES ASMAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE AFURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENTSHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIESACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATEAS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAYDETERMINE.
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Table of Contents 
The information in this prospectus is not complete and may be changed. The selling stockholder may notsell these securities until the registration statement filed with the Securities and Exchange Commission iseffective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy thesesecurities in any jurisdiction where the offer or sale thereof is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 17, 2010
PRELIMINARY PROSPECTUS
18,000,000 SharesCommon Stock$ per share
This is the initial public offering of common stock of Primerica, Inc. A wholly owned subsidiary of Citigroup Inc. is oursole stockholder and is selling 18,000,000 shares of our common stock. We will not receive any of the proceeds from the saleof shares of our common stock being offered hereby. We currently expect the initial public offering price to be between$12.00 and $14.00 per share of common stock. The selling stockholder has granted the underwriters an option to purchase upto 2,700,000 additional shares of common stock to cover over-allotments.The selling stockholder has agreed to sell in a private sale to private equity funds managed by Warburg Pincus LLCapproximately 17,210,993 shares of our common stock, and warrants to purchase from us approximately 4,302,748 shares of our common stock at an exercise price per share equal to 120% of the per share public offering price. Assuming the per sharepublic offering price is $13.00 (the midpoint of the expected price range), the purchase price to be paid by WarburgPincus for each share of common stock together with a warrant to purchase 0.25 of a share of common stock is approximately$13.36, which reflects a purchase price of 95% of our adjusted pro forma book value per share. Warburg Pincus’ initialinvestment is capped at the lesser of (i) 23.9% of our pro forma shares of common stock and (ii) a number of shares of common stock with an aggregate purchase price of $230 million. Warburg Pincus also has a right to purchase from theselling stockholder, for up to $100 million, additional shares of our common stock at the public offering price as part of theconcurrent private sale.Immediately following completion of this offering and after giving effect to such private sale, Citigroup Inc. willbeneficially own between approximately 32% and 46% of our pro forma shares of common stock, and private equity fundsmanaged by Warburg Pincus LLC will own between approximately 23% and 33% of our pro forma shares of common stock,depending on whether and the extent to which the underwriters exercise their over-allotment option and the Warburg Pincusprivate equity funds exercise their right to purchase from the selling stockholder additional shares of our common stock.Prior to this offering, there was no public market for our common stock. We have applied to have our common stock listed on the New York Stock Exchange, or NYSE, under the symbol “PRI”.
Investing in our common stock involves risks. Please see the section entitled “Risk Factors” beginning on page 16.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense.
Per Share
 
Total
 
Public offering price
 
$ $Underwriting discount
 
$ $Proceeds to the selling stockholder (before expenses)
 
$ $The underwriters expect to deliver the shares to purchasers on or about April , 2010 through the book-entry facilities
Page 3 of 298Amendment No. 4 to Form S-13/17/2010http://cfdocs.bbwebds.bloomberg.com:27638/drv1/pub/edgar/2010/03/17/0001193125-10-...
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