TIPT DEF 14A Report ended June 12, 2013

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

Care Investment Trust Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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May 13, 2013

Dear Stockholder:

On behalf of the Board of Directors (the “Board”) of Care Investment Trust Inc. (“Care”, “we” or the “Company”), I cordially invite you to attend a special meeting of the stockholders of the Company, which will be held on June 12, 2013, at 11:00 a.m., local time, at 780 Third Avenue, 21 ^st Floor, New York, New York, 10017. At the special meeting, we will ask stockholders of the Company to consider and vote on the following proposals: (1) approval of the transfer of substantially all of the assets of the Company (the “Company Contribution”) to Tiptree Operating Company, LLC (“Operating Subsidiary”), a newly formed entity which will be jointly owned by the Company and Tiptree Financial Partners, L.P. (“Tiptree”), pursuant to the Contribution Agreement, dated as of December 31, 2012, as amended by Amendment No. 1 to the Contribution Agreement, dated as of February 14, 2013 (the “Contribution Agreement”), among the Company, Tiptree and Operating Subsidiary attached as Appendix A to the enclosed proxy statement; (2) approval of the Company’s Fourth Articles of Amendment and Restatement (the “Amended and Restated Charter”), in the form attached as Appendix B to the enclosed proxy statement; and (3) approval to adjourn the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes to approve Proposals 1 or 2. This proxy is being solicited on behalf of the Board.

After careful consideration, including consideration of the unanimous recommendation of a special committee of the Board comprised solely of disinterested directors, the Board has unanimously approved the Contribution Agreement, the Company Contribution (as defined in the enclosed proxy statement), the other transactions contemplated by the Contribution Agreement and the Amended and Restated Charter, and has declared the Contribution Agreement, the Company Contribution and all the other transactions contemplated by the Contribution Agreement, including adoption of the Amended and Restated Charter, advisable, fair to, and in the best interests of the Company and its stockholders. Accordingly, the Board unanimously recommends that you vote “FOR” each of the proposals set forth in these materials.

The approval of the Company Contribution requires the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. The approval of the Amended and Restated Charter requires the affirmative vote of two-thirds of all the votes entitled to be cast on the matter. The approval of any adjournments of the special meeting for the purpose of soliciting additional proxies requires the affirmative vote of a majority of the votes cast at the meeting, provided that a quorum is present. Tiptree, which currently directly owns approximately 91% of our issued and outstanding common stock, has indicated to us that it intends to vote all of the shares it owns in favor of each of the proposals set forth in this proxy statement.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the Company Contribution, the Contribution Agreement, the other transactions contemplated by the Contribution Agreement and the Amended and Restated Charter. We encourage you to read carefully the enclosed proxy statement, including the appendices. You may also obtain more information about the Company from us or from documents we have filed with the Securities and Exchange Commission.

It is very important that you be represented at the special meeting regardless of the number of shares you own. Whether or not you plan to attend the special meeting, we request that you submit your vote promptly. You may vote your shares via a toll-free telephone number, over the Internet, or by marking, signing and dating the enclosed proxy card and returning it in the envelope provided, as described in further detail in the enclosed proxy statement. Voting by phone, over the Internet or by proxy card will not prevent you from voting in person,

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but will ensure that your vote is counted if, for whatever reason, you are unable to attend. If you fail to vote by proxy or in person, fail to instruct your broker, bank or other nominee how to vote or abstain from voting, it will have the same effect as a vote against the proposal to approve the Company Contribution and the proposal to approve the Amended and Restated Charter.

Your continued support and interest in the Company are sincerely appreciated.

Sincerely,

Salvatore (Torey) V. Riso, Jr.

President and Chief Executive Officer

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CARE INVESTMENT TRUST INC.

780 Third Avenue

21st Floor

New York, NY 10017

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on June 12, 2013

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Care Investment Trust Inc. (the “Company”) will be held on June 12, 2013, at 11:00 a.m., local time, at 780 Third Avenue, 21 ^st Floor, New York, New York, 10017, to consider and vote on the following proposals:

After careful consideration, including consideration of the unanimous recommendation of a special committee (the “Special Committee”) of the Company’s Board of Directors (the “Board”) comprised solely of independent directors who had no interest in Tiptree and no interest in the Company other than as directors and stockholders, the Board has unanimously approved the Contribution Agreement, the Company Contribution and all the other transactions contemplated by the Contribution Agreement, including the adoption of the Amended and Restated Charter, and has declared the Contribution Agreement, the Company Contribution and all the other transactions contemplated by the Contribution Agreement, including the adoption of the Amended and Restated Charter, advisable, fair to, and in the best interests of the Company and its stockholders. Accordingly, the Board unanimously recommends that you vote “FOR” Proposals 1, 2 and 3.

The approval of the Company Contribution requires the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. The approval of the Amended and Restated Charter requires the affirmative vote of two-thirds of all the votes entitled to be cast on the matter. The approval of any adjournments of the special meeting for the purpose of soliciting additional proxies requires the affirmative vote of a majority of the votes cast at the meeting, provided that a quorum is present.

Stockholders of record as of the close of business on April 25, 2013 will be entitled to notice of and to vote at the special meeting and at any adjournment or postponement of the special meeting.

These proxy materials are first being mailed to stockholders of the Company on or about May 13, 2013.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON JUNE 12, 2013

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The Notice and Proxy Statement and the Annual Report on Form 10-K are available at

http://www.proxyvote.com

By Order of our Board of Directors,

Danielle M. DePalma

Senior Counsel, Chief Compliance Officer and Secretary

New York, New York

May 13, 2013

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE PROPOSED TRANSACTIONS

The following questions and answers address briefly some of the questions that you as a stockholder of the Company may have regarding the special meeting and the matters being considered at the special meeting to which this proxy statement relates. The information in this section does not provide all of the information that may be important to you in determining how to vote your shares. Therefore, you should read this proxy statement carefully, as well as the full contents of the other documents to which this proxy statement refers or which it incorporates by reference. These documents contain information that may be important to you in determining how you will vote on the matters to be considered at the special meeting. See the section of this proxy statement entitled “Where You Can Find More Information.”

In addition, at closing, Tiptree will pay Operating Subsidiary $4,327,500 in cash for warrants to purchase an aggregate of 2,098,500 Common Units at an exercise price of $8.48 per Common Unit, exercisable until June 30, 2022, and $6,846,380 in cash for a warrant to purchase 1,510,920 Common Units at an exercise price of $5.36 per Common Unit, exercisable until June 12, 2017 (collectively, the “Warrants”).

Immediately prior to closing, the Company, subject to the approval of Proposal 2, will amend and restate its Third Articles of Amendment and Restatement substantially in the form of the Amended and Restated Charter attached as Appendix B to this proxy statement, in order to, among other things, (A) change the name of the Company to “Tiptree Financial Inc.”; (B) rename the existing common stock of the Company as “Class A Common Stock”, with no change to the economic or voting rights of such stock (“Class A Common Stock”); (C) reclassify 50,000,000 authorized and unissued shares of common stock of the Company as “Class B Common Stock”; (D) remove certain provisions related to the Company’s qualification as a real estate investment trust (“REIT”); (E) to satisfy the requirements of applicable state insurance regulators, add provisions restricting any person that owns 9.8% or more of the Combined Company’s capital stock, other than Tiptree and its affiliates or another stockholder approved by applicable state insurance regulators, from voting in excess of 9.8% of the Combined Company’s voting securities; (F) authorize the classification of the Board into three classes with staggered terms; and (G) provide that, until Tiptree and its affiliates cease to own 50% of the then-outstanding common voting stock of the Combined Company (as defined below), Tiptree may take any action required or permitted to be taken at any annual or special meeting of our stockholders by written consent, without prior notice, and without a vote of our stockholders. Holders of the Class A Common Stock and the Class B Common Stock will vote together as a single class, subject to certain exceptions, but holders of Class B Common Stock will have no economic rights in the Company, including no right to receive dividends or distributions, upon liquidation or dissolution of the Company or otherwise.

In addition, at closing, on the terms and subject to the conditions set forth in the Contribution Agreement, the Company and Tiptree will enter into the Amended and Restated Limited Liability Company Agreement

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of Operating Subsidiary (the “Operating Agreement”), substantially in the form attached as Appendix C to this proxy statement. Pursuant to the Operating Agreement, beginning one year after the date of the Operating Agreement, holders of Common Units will have the right to cause Operating Subsidiary to redeem their Common Units for an equal number of shares of Class A Common Stock, subject to certain adjustments. However, the Company, at its sole option and discretion, has the right to deliver to the redeeming holder a cash amount (or a combination of cash and shares) based on the market value of the Class A Common Stock on the date of redemption. Upon redemption of each Common Unit by Tiptree, one share of Class B Common Stock held by Tiptree will be transferred to the Company for cancellation for no consideration. The Operating Agreement provides that the Company will be the initial managing member of Operating Subsidiary.

At closing, the Company and Tiptree will enter into a Registration Rights Agreement, substantially in the form attached as Appendix D to this proxy statement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, on or prior to the first anniversary of the closing, the Company is required to prepare and file a “shelf” registration statement with respect to the resale of the shares of Class A Common Stock that may be issued pursuant to the redemption of Common Units described above.

Tiptree intends to privately offer to qualified Tiptree limited partners the right to receive shares of Company common stock currently owned by Tiptree in exchange for such limited partners’ proportionate interests in Tiptree, which exchange will be effected at or after the closing of the Contribution Transactions.

References in this proxy statement to the “Combined Company” refer to the Company following the closing of the Contribution Transactions.

The Special Committee and the Board also considered the following negative factors in evaluating the Contribution Transactions: (i) the potential difficulty investors might have analyzing a company with numerous business lines in different industries; (ii) the loss of the Company’s status as a REIT, which we expect to occur effective as of January 1, 2013, and the negative tax implications to our stockholders on account of the loss of our REIT status; (iii) the potential conflicts that might arise in connection with decisions on where to allocate capital among the businesses that will be operated by Operating Subsidiary; and (iv) the potential cost and time delays in getting third-party lender consents in connection with the consummation of the Contribution Transactions, particularly from government-sponsored lenders such as Fannie Mae and Freddie Mac.

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In connection with the Contribution Transactions, Tiptree will be issued 31,147,371 shares of Class B Common Stock. Holders of the Class A Common Stock and the Class B Common Stock will vote together as a single class, subject to certain exceptions.

If all of the Tiptree limited partners elect to exchange their interests in Tiptree for shares of Class A Common Stock pro rata in accordance with their partnership interests, then Tiptree together with its limited partners that are affiliates of Tiptree would own Class A Common Stock (excluding 652,500 shares of Class A Common Stock issuable pursuant to the existing warrant owned by Tiptree) and shares of Class B Common Stock representing approximately 81.33% of the combined voting power of the Class A Common Stock and Class B Common Stock.

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If none of the Class A Common Stock were exchanged with the Tiptree limited partners then, following the closing of the Contribution Transactions, Tiptree would own 9,277,575 shares of Class A Common Stock (excluding 652,500 shares of Class A Common Stock issuable pursuant to the existing warrant owned by Tiptree) and 31,147,371 shares of Class B Common Stock, which would represent approximately 97.67% of the combined voting power of the Class A Common Stock and Class B Common Stock.

In addition, at closing, Tiptree will purchase the Warrants exercisable for 3,609,420 Common Units. Pursuant to the terms of the Operating Agreement, Common Units may be redeemed at the option of the holder, beginning one year from closing, for an equal number of shares of Class A Common Stock or, at the Company’s sole discretion, a cash amount (or combination of cash and shares) based on the market value thereof.

In addition, the chairman of the Special Committee was awarded $20,000 (one-third payable in cash and two-thirds payable in shares of fully-vested common stock), and the other two members of the Special Committee were each awarded $15,000 (one-third payable in cash and two-thirds payable in shares of fully-vested common stock), as compensation for their services evaluating the fairness of the Contribution Agreement and related transactions.

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Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent. If your shares of common stock are held by a broker, bank or other nominee (i.e., in “street name”), you will receive instructions from your nominee, which you must follow in order to have your shares of common stock voted. Such stockholders who wish to vote in person at the special meeting will need to obtain a proxy form from the broker, bank or other nominee that holds their shares of common stock of record.

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Whether or not you vote using a traditional proxy card, through the Internet or by telephone, you may use any of those three methods to change your vote. Accordingly, you may change your vote either by submitting a proxy card prior to or at the special meeting or by voting again before 11:59 p.m., Eastern Time, on the day before the special meeting date, the time at which the Internet and telephone voting facilities close. The later submitted vote will be recorded and the earlier vote revoked. If you attend the special meeting, you may vote in person whether or not you have previously given a proxy, but your presence (without further action) at the meeting will not constitute revocation of a previously given proxy.

If your shares are held by your broker, bank or other agent as nominee, you should follow the instructions provided by your broker, bank or agent.

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SUMMARY TERM SHEET

This summary highlights selected information from this proxy statement, the appendices attached hereto and the documents referred to or incorporated by reference herein, and may not contain all of the information that is important to you. Below is a summary of the terms of the Contribution Transactions and other related transactions. To better understand the proposals the Company is asking you to consider, you should read this entire proxy statement carefully, as well as those additional documents to which the Company refers you. Each item in this summary includes a page reference directing you to a more complete description of that topic. The information incorporated by reference is attached to this proxy statement as further described in the section of this proxy statement entitled “Where You Can Find More Information.”

The Companies

Care Investment Trust Inc. (Page 67)

The Company is currently a REIT that invests in healthcare-related facilities including assisted-living, independent-living, memory care, skilled nursing and other healthcare and seniors-related real estate assets in the U.S. Upon the consummation of the Contribution Transactions, the Company will change its name to “Tiptree Financial Inc.”, will continue to file annual, quarterly, periodic and other reports with the U.S. Securities and Exchange Commission (the “SEC”) and its Class A Common Stock is expected to continue to be quoted in the OTCQX market. Following consummation of the Contribution Transactions, the Company intends to seek a listing of its Class A Common Stock on a national securities exchange, but is under no obligation to do so. The Company’s principal executive office is located at 780 Third Avenue, 21 ^st Floor, New York, New York 10017 (Telephone: (212) 446-1410).

Tiptree Financial Partners, L.P. (Page 71)

Tiptree is a Delaware limited partnership that was formed in 2007. Tiptree currently directly owns approximately 91% of the issued and outstanding common stock of the Company. Tiptree is a diversified holding company. Tiptree’s primary focus is on four sectors of financial services: insurance and insurance services, real estate, asset management and specialty finance (including corporate, consumer and tax-exempt credit). In addition to its interest in the Company, Tiptree’s subsidiaries currently include: Philadelphia Financial Group, Inc. (“Philadelphia Financial”), which develops and administers private placement insurance and annuities for high net worth and institutional clients; Muni Funding Company of America, LLC (“MFCA”), a tax-exempt specialty finance company; Tiptree Asset Management Company, LLC (“TAMCO”), an SEC-registered investment adviser that, among other managerial and advisory entities, wholly owns Telos Asset Management LLC (“Telos”), a manager of collateralized loan obligations (“CLOs”), credit assets and minority interests, and Siena Capital Finance LLC (“Siena”), a recently-formed asset-based lender that offers asset-based loans to small and mid-sized U.S. businesses. Tiptree’s non-subsidiary holdings include: a structured corporate loan portfolio; a significant minority interest in Star Asia Finance, Limited and related entities (collectively, “Star Asia”), a specialty finance holding company formed to invest predominantly in Asian real estate-related debt instruments, and a right to receive an interest in Luxury Mortgage Corp. (“Luxury”), a residential mortgage lender that originates conforming, FHA, prime jumbo and super jumbo mortgages for sale to institutional investors. Tiptree’s principal executive office is located at 780 Third Avenue, 21 ^st Floor, New York, New York 10017 (Telephone: (212) 446-1400).

Tiptree Operating Company, LLC

Operating Subsidiary is a newly-formed Delaware limited liability company and, prior to the consummation of the Contribution Transactions, is wholly owned by the Company and has no assets or liabilities. The Company is the initial managing member of Operating Subsidiary. Upon consummation of the Contribution Transactions, Operating Subsidiary will own and operate all assets currently owned and operated by the Company and will own all of the assets currently owned by Tiptree except the Excluded Assets. Immediately following the consummation of the

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Contribution Transactions, Tiptree will own approximately 75% of Operating Subsidiary and the Company will own approximately 25% of Operating Subsidiary. If, prior to the closing of the Contribution Transactions, Tiptree issues limited partnership interests in certain circumstances, its ownership of Operating Subsidiary could increase to a maximum of approximately 76.3% and the Company’s ownership would decrease proportionately. The Combined Company will continue to be the managing member of Operating Subsidiary following consummation of the Contribution Transactions. Operating Subsidiary’s principal executive office is located at 780 Third Avenue, 21 ^st Floor, New York, New York 10017 (Telephone: (212) 446-1400).

Summary of the Contribution Transactions

Pursuant to the Contribution Agreement, and subject to its terms and conditions, the Company will make the Company Contribution to Operating Subsidiary in exchange for 10,289,192 Common Units representing approximately 25% of the Common Units of Operating Subsidiary, and Tiptree will make the Tiptree Contribution in exchange for 31,147,371 Common Units representing approximately 75% of the Common Units of Operating Subsidiary and 31,147,371 shares of our newly classified Class B Common Stock. In connection with the Contribution Transactions, Operating Subsidiary will assume all of the liabilities and obligations relating to the transferred assets.

In addition, at closing, Tiptree will pay Operating Subsidiary $4,327,500 in cash for warrants to purchase an aggregate of 2,098,500 Common Units at an exercise price of $8.48 per Common Unit, exercisable until June 30, 2022, and $6,846,380 in cash for a warrant to purchase 1,510,920 Common Units at an exercise price of $5.36 per Common Unit, exercisable until June 12, 2017.

Immediately prior to closing, we, subject to the approval of Proposal 2, will amend and restate our charter, substantially in the form attached as Appendix B to this proxy statement, to, among other things, (A) change the name of the Company to “Tiptree Financial Inc.”; (B) rename the existing common stock of the Company as “Class A Common Stock”, with no change to the economic or voting rights of such stock; (C) reclassify 50,000,000 authorized and unissued shares of common stock of the Company as “Class B Common Stock”; (D) remove certain provisions related to the Company’s qualification as a REIT; (E) to satisfy the requirements of applicable state insurance regulators, add provisions restricting any person that owns 9.8% or more of the Combined Company’s capital stock, other than Tiptree and its affiliates or another stockholder approved by applicable state insurance regulators, from voting in excess of 9.8% of the Combined Company’s voting securities; (F) authorize the classification of the Board into three classes with staggered terms; and (G) provide that, until Tiptree and its affiliates cease to own 50% of the then-outstanding common voting stock of the Combined Company, Tiptree may take any action required or permitted to be taken at any annual or special meeting of our stockholders by written consent, without prior notice, and without a vote of our stockholders.

In addition, at closing, on the terms and subject to the conditions set forth in the Contribution Agreement, the Company and Tiptree will enter into the Operating Agreement, substantially in the form attached as Appendix C to this proxy statement. Pursuant to the Operating Agreement, beginning one year after the date of the Operating Agreement, holders of Common Units will have the right to cause Operating Subsidiary to redeem their Common Units for an equal number of shares of Class A Common Stock, subject to certain adjustments. However, the Company, at its sole option and discretion, has the right to deliver to the redeeming holder a cash amount (or a combination of cash and shares) based on the market value of the Class A Common Stock on the date of redemption. Upon redemption of each Common Unit by Tiptree, one share of Class B Common Stock held by Tiptree will be transferred by Tiptree to the Company for cancellation for no consideration. The Company is the managing member of Operating Subsidiary and upon completion of the Contribution Transactions, the Company and Tiptree will be the sole members of Operating Subsidiary and the Combined Company will be the managing member of Operating Subsidiary.

At the closing, the Company and Tiptree will enter into the Registration Rights Agreement, substantially in the form attached as Appendix D to this proxy statement. Pursuant to the Registration Rights Agreement, on or

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prior to the first anniversary of the closing, the Company is required to prepare and file a “shelf” registration statement with respect to the resale of the shares of Class A Common Stock that may be issued pursuant to the redemption of Common Units described above.

Tiptree intends to privately offer to qualified Tiptree limited partners the right to receive shares of common stock currently owned by Tiptree in exchange for such limited partners’ proportionate interests in Tiptree. Any such exchange will occur at or after the closing of the Contribution Transactions.

Reasons for the Contribution Transactions (Page 32)

In approving the Contribution Transactions and recommending the Company Contribution to the Company’s stockholders, the Special Committee and the Board considered a number of potential benefits to be realized by us upon consummation of the Contribution Transactions, including, without limitation:

The Special Committee and the Board also considered the following negative factors in evaluating the Contribution Transactions: (i) the potential difficulty investors might have analyzing a company with numerous business lines in different industries; (ii) the loss of our status as a REIT, which we expect to occur effective as of January 1, 2013, and the negative tax implications to our stockholders on account of the loss of our REIT status; (iii) the potential conflicts that might arise in connection with decisions on where to allocate capital among the businesses that will be operated by Operating Subsidiary; and (iv) the potential cost and time delays in getting third-party lender consents in connection with the consummation of the Contribution Transactions, particularly from government-sponsored lenders such as Fannie Mae and Freddie Mac.

Vote Required and Board Recommendation (Pages 44 and 102)

The votes required to approve each proposal are as follows:

The Board unanimously recommends a vote FOR each of Proposals 1, 2 and 3.

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Opinion of the Company’s Financial Advisor (Page 33)

The Special Committee retained CohnReznick LLP (“CohnReznick”) to act as its financial advisor in connection with the Contribution Transactions and to evaluate whether the consideration to be received by the Company in connection with the Contribution Transactions is fair, from a financial point of view. Following a presentation to the Special Committee on December 18, 2012, CohnReznick expressed verbally its opinion that the consideration to be received by the Company in connection with the Contribution Transactions is fair, from a financial point of view. CohnReznick delivered its written opinion to that effect on December 19, 2012, a copy of which is attached as Appendix E to this proxy statement.

Interest of Certain Persons in the Contribution Transactions (Page 43)

In considering whether to approve the proposals at the special meeting, the Company’s stockholders should recognize that Tiptree, as the current direct owner of approximately 91% of the Company’s common stock, and certain of the Company’s directors and executive officers have interests in the Contribution Transactions that may differ from, or that are in addition to, their interests as stockholders generally. These interests include, among others, continued service as directors or executive officers of the Combined Company, Tiptree’s receipt of Common Units, shares of Class B Common Stock and the Warrants, and the potential liquidity that the Contribution Transactions would provide to the limited partners of Tiptree.

Effect of the Contribution Transactions on Existing Stockholders (Page 44)

The issuance of Common Units and Class B Common Stock will significantly decrease the percentage ownership interest and voting power of all of the Company’s existing stockholders except Tiptree. Upon closing of the Contribution Transactions, the Company’s existing common stock will be renamed as “Class A Common Stock”, with no change to the economic or voting rights of such stock, and Operating Subsidiary will issue to Tiptree 31,147,371 Common Units and 31,147,371 shares of Class B Common Stock with voting rights but no economic rights. Holders of the Class A Common Stock and the Class B Common Stock will vote together as a single class, subject to certain exceptions. Beginning one year after closing of the Contribution Transactions, the Common Units held by Tiptree may be redeemed at the option of the holder for Class A Common Stock, subject to the Company’s right to instead deliver a cash amount (or a combination of cash and shares) based on the market value of the Class A Common Stock on the date of redemption. In addition, if the proposal regarding the Amended and Restated Charter is approved, then until the date on which Tiptree, its affiliates and any person who is an express assignee or designee of Tiptree cease to own, in the aggregate, more than 50% of the then-outstanding voting common stock of the Combined Company, Tiptree may take any action required or permitted to be taken at any annual or special meeting of our stockholders by written consent, without prior notice, and without a vote, if a consent or consents in writing setting forth the action so taken are signed by holders of the minimum number of votes necessary to authorize or take such action at a meeting at which all shares of outstanding common stock entitled to vote on the action were present and voted.

No Appraisal Rights (Page 44)

Under applicable Maryland law and the Company’s existing charter, the Company’s stockholders do not have appraisal or dissenters’ rights with respect to the approval of the Company Contribution or the adoption of the Amended and Restated Charter.

Management of the Company Following Closing of the Contribution Transactions

The Company and Tiptree expect that Michael Barnes, the Executive Chairman of Tiptree, Geoffrey Kauffman, the President and Chief Executive Officer of Tiptree, and Julia Wyatt, the Chief Financial Officer of Tiptree, will serve in such roles with the Combined Company following the closing of the Contribution Transactions. Messrs. Barnes and Kauffman will remain directors of the Combined Company. Additionally, it is

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expected that Mr. Riso, the current President and Chief Executive Officer of the Company, will serve in a similar role with the Combined Company’s subsidiary that will hold the assets of the Company following the Contribution Transactions. As a result, Mr. Riso will not be an executive officer of the Combined Company.

Conditions to Closing (Page 53)

The obligations under the Contribution Agreement and consummation of the Contribution Transactions are subject to customary closing conditions, including, among others, accuracy of representations and warranties, compliance with pre-closing covenants and absence of any material adverse change, as well as a majority of the shares of our outstanding common stock voting in favor of the Company Contribution and Amended and Restated Charter (which shares include those owned by Tiptree, who intends to vote all of its shares in favor of the Company Contribution and the Amended and Restated Charter), approval of the Tiptree Contribution by the limited partners of Tiptree, receipt of certain third-party consents and filing of the Amended and Restated Charter with the Maryland State Department of Assessments and Taxation (“MSDAT”). Additionally, pursuant to the Contribution Agreement, it is a closing condition that, at the time of closing, the Combined Company’s board of directors consist of Michael Barnes, Geoffrey Kauffman, William Houlihan, Jonathan Ilany, Richard Price and Bradley Smith.

Termination of the Contribution Agreement (Page 54)

The Contribution Agreement may be terminated at any time prior to closing under certain circumstances, including by mutual written consent of the Company and Tiptree, by either the Company or Tiptree if the Contribution Transactions have not been consummated on or before September 30, 2013, by either the Company or Tiptree if the Company’s stockholders do not approve the Company Contribution, and by either the Company or Tiptree if the other party breaches any representation, warranty, covenant or other agreement contained in the Contribution Agreement. In addition, the Company may terminate the Contribution Agreement if, prior to obtaining stockholder approval of the Company Contribution, the Company has received a Superior Proposal (as defined in the Contribution Agreement and discussed elsewhere in this proxy statement) and has provided notice of such Superior Proposal to Tiptree in accordance with the terms of the Contribution Agreement.

Risks Relating to the Contribution Transactions (Page 14)

The Contribution Transactions involve substantial risks. You should carefully consider all of the information set forth in this proxy statement and, in particular, you should evaluate the risk factors set forth in the section of this proxy statement entitled “Risk Factors” before deciding whether to vote in favor of the proposals.

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RISK FACTORS

There are many risks associated with the Contribution Transactions, the combined businesses of the Company and Tiptree and the industries in which those businesses operate and the conflicts of interests that may arise out of our relationship with Tiptree. In addition to the other information contained in this proxy statement and information incorporated by reference as further described in the section of this proxy statement entitled “Where You Can Find More Information”, we urge you to carefully consider the following risks before deciding whether to approve the proposals to be voted on at the Special Meeting. If any of the risks below occurs, the business, financial position, results of operations and/or cash flows of the Combined Company could be materially and adversely affected.

Risks Related to the Contribution Transactions

Tiptree and some of the Company’s directors and executive officers have interests in the Contribution Transactions that may differ from, or are in addition to, those of the Company’s minority stockholders.

In considering whether to approve the proposals at the special meeting, the Company’s stockholders should recognize that Tiptree, as the current direct owner of approximately 91% of the Company’s issued and outstanding common stock, and certain of the Company’s directors and executive officers have interests in the Contribution Transactions that may differ from, or that are in addition to, their interests as stockholders generally. These interests include, among others, continued service as directors or executive officers of the Combined Company, Tiptree’s receipt of Common Units, shares of Class B Common Stock and Warrants, and the potential liquidity that the Contribution Transactions would provide to the limited partners of Tiptree. In addition, the chairman of the Special Committee was awarded $20,000 (one-third in cash and two-thirds in shares of fully vested common stock) as compensation for his services in connection with the Contribution Transactions, and the other two members of the Special Committee were each awarded $15,000 worth of compensation in the same proportions. These interests may cause Tiptree and some of the Company’s directors and executive officers to view the Contribution Transactions differently than you may view them as a minority stockholder of the Company, and may influence or may have influenced Tiptree, the directors and the executive officers in determining to support or approve the Contribution Transactions. See the section entitled “Proposal 1: The Company Contribution — Interests of Certain Persons in the Contribution Transactions.”

The opinion rendered to the Special Committee by CohnReznick was based on the financial analysis it performed, which considered factors such as market and other conditions then in effect, and other information made available to CohnReznick, as of the date of its opinion. As a result, CohnReznick’s opinion does not reflect changes in events or circumstances after the date of its opinion.

The opinion rendered to the Special Committee by CohnReznick that the consideration to be received by the Company in connection with the Contribution Transactions is fair, from a financial point of view, was provided in connection with, and at the time of, the Special Committee’s evaluation of the Contribution Transactions. CohnReznick’s opinion was based on the financial analysis it performed, which considered market and other conditions then in effect, and other information made available to CohnReznick, as of the date of its opinion, which may have changed, or may change, after the date of the opinion. The Special Committee has not obtained an updated opinion from CohnReznick as of the date of this proxy statement and does not expect to obtain an updated opinion prior to completion of the Contribution Transactions. Changes in the operations and prospects of the Company or Tiptree, general market and economic conditions and other factors on which the opinions were based, may have altered the value of the Company or Tiptree since the date of CohnReznick’s opinion, or may alter such values by the time the Contribution Transactions are completed. The CohnReznick opinion does not speak as of any date other than the date of such opinion. For a description of the opinion that the Special Committee received from CohnReznick, see the section entitled “Proposal 1: The Company Contribution — Opinion of the Company’s Financial Advisor”.

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We may pursue less vigorous enforcement of terms of the Contribution Agreement and other agreements entered into in connection with the Contribution Transactions because of conflicts of interest with certain of our directors, executive officers and related parties.

Because Tiptree currently directly owns approximately 91% of our issued and outstanding common stock and because it is expected that Mr. Kauffman will be Chief Executive Officer of the Combined Company and Mr. Barnes will be the Executive Chairman of the Combined Company and will continue his role as Executive Chairman of Tiptree, we may choose not to enforce, or to enforce less vigorously, our rights under the Contribution Agreement and other agreements entered into in connection with the Contribution Transactions.

Following the consummation of the Contribution Transactions, we expect that the Combined Company will not qualify to be taxed as a REIT for U.S. federal income tax purposes and, therefore, will be subject to U.S. federal and state corporate income tax, which could have a material and adverse effect on our results of operations and cash flows.

The Company is currently organized and operated in a manner that enables the Company to qualify as a REIT for U.S. federal income tax purposes. However, as a result of the consummation of the Contribution Transactions, we expect that the Combined Company will not qualify to be taxed as a REIT for U.S. federal income tax purposes, effective January 1, 2013, due to the nature of the assets and the businesses currently conducted by Tiptree that will be contributed to Operating Subsidiary in the Tiptree Contribution. The Combined Company, therefore, is expected to be subject to U.S. federal and state corporate income tax, including any applicable alternative minimum tax, on its taxable income at regular corporate rates and is not expected to be able to deduct distributions to the Combined Company’s stockholders when computing its taxable income. This corporate tax liability, which could be substantial, would reduce the amount of cash available for other purposes and may change our investment criteria in evaluating future transactions, including healthcare real estate acquisitions. As a result, the Combined Company’s results of operations and cash flows may be materially and adversely affected.

The Combined Company may be limited in the future in utilizing net operating losses incurred during prior periods to offset taxable income.

The Company has incurred substantial net operating losses during prior periods. In the event that the Combined Company were to experience an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), its ability to use those net operating losses to offset its taxable income would be subject to an annual limitation. The annual limitation would be equal to a percentage of the equity value of the Combined Company at the time the ownership change occurred. In general, such an “ownership change” would occur if the percentage of the Combined Company’s stock owned by one or more 5% stockholders were to increase by 50 percentage points during any three-year period. A 5% stockholder is a person (including certain groups of persons acting in concert) that owns at least 5% of the Combined Company’s stock. All stockholders that own less than 5% of the Combined Company’s stock are treated as a single 5% stockholder. In addition, the Treasury Regulations under Section 382 of the Code contain additional rules the effect of which is to make it more likely that an ownership change could be deemed to occur. Accordingly, the Combined Company’s ability to use prior net operating losses to offset future taxable income would be subject to a limitation if the Combined Company were to experience an ownership change.

Because we expect that the Combined Company will not be taxed as a REIT following the Contribution Transactions, it will not be subject to the same distribution requirements applicable to REITs and therefore is expected to distribute a lower percentage of its taxable income to the holders of its shares.

As a REIT, the Company is required to distribute at least 90% of its taxable income (subject to certain adjustments) to its stockholders each year in order to maintain its status as a REIT. As a result of the Contribution Transactions, we expect that the Combined Company will not qualify to be taxed as a REIT for U.S. federal income tax purposes, effective January 1, 2013, due to the nature of the assets and the businesses

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currently conducted by Tiptree that will be contributed to Operating Subsidiary in the Tiptree Contribution. If the Combined Company is not taxed as a REIT, the Combined Company will not be subject to the 90% distribution requirement, and the Board of the Combined Company is expected to determine to distribute a lower percentage of the Combined Company’s taxable income to its stockholders than if the Combined Company were taxed as a REIT.

Because the Combined Company will be a holding company, its ability to make distributions to its stockholders will depend on distributions from subsidiaries of the Combined Company that may be subject to restrictions.

Because the Combined Company will be a holding company, its ability to make distributions to its stockholders will depend on distributions from its subsidiaries. The amount of dividends that the Combined Company’s subsidiaries may distribute to the Combined Company may be subject to restrictions imposed by state law, restrictions that may be imposed by state regulators and restrictions imposed by the terms of any current or future indebtedness that these subsidiaries may incur. For example, Philadelphia Financial is required to maintain minimum solvency requirements and is subject to laws and regulations that limit the amount of dividends that Philadelphia Financial can pay to the Combined Company. Philadelphia Financial may also limit the amount of dividends paid to the Combined Company to maintain a risk-based capital ratio to maintain or improve its ratings by rating agencies.

Tiptree limited partners may seek to sell a significant number of shares of our Class A Common Stock, which could negatively impact the market price of our Class A Common Stock.

Tiptree intends to privately offer to qualified Tiptree limited partners the right to receive shares of common stock currently owned by Tiptree in exchange for such limited partners’ proportionate interests in Tiptree. Sales by Tiptree or its limited partners of a substantial number of shares of our Class A Common Stock in the public market following the closing of the Contribution Transactions, or the perception that such sales might occur, could negatively impact the market price of the Class A Common Stock.

The issuance of Common Units to Tiptree and the registration rights granted to Tiptree in connection with the Contribution Transactions could negatively impact the market price of our Class A Common Stock.

In connection with the Contribution Transactions, Tiptree will receive 31,147,371 Common Units in exchange for the Tiptree Contribution and will purchase from Operating Subsidiary warrants to purchase an aggregate of an additional 3,609,420 Common Units. We have granted registration rights to Tiptree for the resale of the shares of Class A Common Stock issuable to Tiptree in connection with the redemption of these Common Units, beginning one year after closing of the Contribution Transactions. These registration rights would facilitate the resale of the shares of Class A Common Stock into the public market, and any such resale, or the perception that such resales could occur, could negatively impact the market price of the Class A Common Stock.

The Combined Company may be unable to list the Class A Common Stock on a national securities exchange despite the closing of the Contribution Transactions.

Following the Contribution Transactions, the Company intends to seek a listing of the Class A Common Stock on a national securities exchange. However, listing its Class A Common Stock on a national securities exchange is contingent upon the Combined Company’s ability to satisfy the listing requirements of the national securities exchange, including, among other things, increasing the number of its shares of Class A Common Stock that are publicly held, which the Company expects to occur as a result of Tiptree limited partners exchanging their proportionate interests in Tiptree for shares of the Company’s common stock currently owned by Tiptree. At this time, it is not possible to determine whether the Combined Company will be able to satisfy the listing requirements of a national securities exchange, including whether a sufficient number of Tiptree’s limited partners will participate in the exchange in order for the Combined Company to increase the number of shares of

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Class A Common Stock publicly held or whether a national securities exchange will consider shares received in the exchange to be “publicly held” during the first six months such shares are held by the recipients. If the Combined Company is not able to list its Class A Common Stock on a national securities exchange, stockholders may have difficulty trading the Class A Common Stock in the secondary market, which could adversely affect both its price and liquidity.

Even if our stockholders approve the Company Contribution, third party approvals and consents related to the Contribution Transactions may not be received, may take longer than expected or may impose conditions that are not presently anticipated, any of which could have a material and adverse effect on the Company.

Before the Contribution Transactions can be completed, the Company and Tiptree must obtain various approvals and consents from third parties, including consents from various lenders, approval of the Tiptree Contribution by the limited partners of Tiptree and approval of certain regulators with jurisdiction over Tiptree subsidiaries. Even if our stockholders approve the Company Contribution, these third-party consents could have the effect of preventing or delaying the completion of, and/or increasing the cost of, the Contribution Transactions.

The unaudited pro forma condensed combined financial statements are not necessarily indicative of the Combined Company’s financial condition or results of operations following the Contribution Transactions.

The financial condition and results of operations of the Combined Company after the Contribution Transactions may differ materially and adversely from the unaudited pro forma condensed combined financial statements that are included in this proxy statement. The unaudited pro forma condensed combined financial statements have been derived from the historical financial statements of Tiptree, and adjustments and assumptions have been made regarding the Combined Company after giving effect to the Contribution Transactions. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the unaudited pro forma condensed combined financial statements do not reflect all costs that are expected to be incurred by the Combined Company in connection with the consummation of the Contribution Transactions. For example, the impact of any incremental costs incurred in integrating the business of two companies is not reflected in the financial statements. As a result, the actual financial condition and results of operations of the Combined Company following the consummation of the Contribution Transactions may not be consistent with, or evident from, these financial statements.

Risks Related to the Combined Company

The Combined Company will be a holding company with multiple lines of business, which may adversely impact the market price of the Class A Common Stock and the ability of the Combined Company to raise equity and debt capital.

The Company currently operates as a REIT investing in healthcare-related facilities, including assisted-living, independent-living, memory care, skilled nursing and other healthcare and seniors-related real estate assets, in the U.S. Following the closing of the Contribution Transactions, the Combined Company will be the holding company of Operating Subsidiary, which will hold and manage both the Company’s existing business and Tiptree’s existing businesses. As a result, the operations of the Combined Company will be affected by a significant number of additional factors that are different from those currently affecting our operations and the market price of our common stock, which will present additional business and financial risks that we do not currently foresee. Analysts, investors and lenders may have difficulty analyzing and valuing a company with multiple lines of business, which could adversely impact the market price of the Class A Common Stock and the ability of the Combined Company to raise equity and debt capital. Moreover, management of the Combined Company will be required to make decisions regarding the allocation of capital among the different lines of business, and such decisions could materially and adversely affect the Combined Company’s business.

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Under the Amended and Restated Charter, Tiptree, as long as it owns more than 50% of the then-outstanding common stock of the Combined Company, will be able to take action by written consent, without prior notice to and without a vote of other stockholders.

If the proposal regarding the Amended and Restated Charter is approved, then until the date on which Tiptree, its affiliates and any person who is an express assignee or designee of Tiptree cease to own, in the aggregate, more than 50% of the then-outstanding common voting stock of the Combined Company, Tiptree may take any action required or permitted to be taken at any annual or special meeting of stockholders by written consent, without prior notice, and without a vote, if a consent or consents in writing setting forth the action so taken are signed by holders of the minimum number of votes necessary to authorize or take such action at a meeting at which all outstanding shares of common stock entitled to vote on the action were present and voted.

Some provisions of the Amended and Restated Charter may delay, deter or prevent takeovers and business combinations that stockholders consider in their best interests.

The Amended and Restated Charter restricts voting by any person that owns 9.8% or more of the Combined Company’s capital stock, other than Tiptree and its affiliates or another stockholder approved by applicable state insurance regulators, from voting in excess of 9.8% of the Combined Company’s voting securities. This provision is intended to satisfy the requirements of applicable state regulators in connection with insurance laws and regulations that prohibit any person from acquiring control of a regulated insurance company without the prior approval of insurance regulators. In addition, the Amended and Restated Charter provides for the classification of the Board into three classes, one of which is to be elected each year. These provisions may delay, deter or prevent takeovers and business combinations that stockholders consider in their best interests.

Compliance with existing and new regulations affecting the insurance, healthcare and financial services industries may increase costs and limit the Combined Company’s ability to pursue business opportunities.

The Combined Company will be subject to extensive laws and regulations administered and enforced by a number of different federal and state governmental authorities. For example, Philadelphia Financial is subject to regulation by the Pennsylvania Insurance Department, among other regulatory authorities, with respect to statutory capital and reserve requirements and certain of its subsidiaries are subject to regulation by the New York State department of Financial services and the Bermuda Monetary Authority, TAMCO is registered with the SEC as an investment advisor and Care’s properties are regulated by state and federal laws regarding healthcare facilities. Regulation of the industries in which the Combined Company will operate is expected to increase. In the past several years there has been significant legislation affecting financial services, insurance and health care, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Patient Protection and Affordable Care Act, and many of the regulations associated with these laws have yet to be written. Accordingly, we cannot predict the impact that any new laws and regulations will have on the Combined Company. The costs to comply with these laws and regulations may be substantial and could have a significant negative impact on the Combined Company and limit its ability to pursue business opportunities.

A significant portion of the Combined Company’s assets will be illiquid or have limited liquidity, which may limit the Combined Company’s ability to sell those assets at favorable prices or at all and creates uncertainty in connection with valuing such assets.

The Combined Company’s assets will include real estate, non-controlling interests in performing and distressed credit assets and related equity interests. These assets generally are illiquid or have limited liquidity. It may be difficult for the Combined Company to dispose of assets with limited liquidity rapidly, at favorable prices, if at all. In addition, assets with limited liquidity may be more difficult to value and may be sold at a substantial discount or experience more volatility than more liquid assets. We may not be able to dispose of business assets at the carrying value reflected in our financial statements. The Combined Company’s results of operations and cash flows may be materially and adversely affected if the Combined Company’s determinations regarding the fair value of its illiquid assets are materially higher than the values ultimately realized upon their disposal.

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Certain of the assets of the Combined Company will be subject to credit risk, market risk, interest rate risk, credit spread risk, selection risk, call and redemption risk and/or tax risk, and any one of these risks may materially and adversely affect the value of the Combined Company’s assets, its results of operations and its financial condition.

The Combined Company’s specialty finance assets will be subject to credit risk, market risk, interest rate risk, credit spread risk, selection risk, call and redemption risk and/or tax risk.

Credit risk is the risk that the obligor will be unable to repay principal or pay interest when due. In this regard, investing in non-investment grade obligations is riskier than investing in higher quality instruments. In addition, market value fluctuations may be larger and more frequent. Changes in the underlying obligor’s credit rating or the market’s perception of its creditworthiness will affect the market value of the credit assets of that obligor. The degree of credit risk depends on the terms of the obligation as well as on the financial condition of the obligor in respect thereof.

Market risk is the risk that one or more markets to which the assets relate will decline in value, including the possibility that such markets will deteriorate sharply and unpredictably, which decline will likely impair the market value of the related obligations.

With respect to fixed-rate obligations, interest rate risk is the risk that the market value of these obligations will change in response to changes in the interest rate environment or other developments that may affect the municipal bond market generally. When market interest rates go up, the market value of existing fixed rate obligations goes down and obligations with longer maturities are typically affected more by changes in interest rates than obligations with shorter maturities. Because market interest rates continue to be at or near their lowest levels in many years, there is a greater risk that prevailing interest rates increase in the future and, as a result, that these obligations will decline in market value. With respect to floating-rate obligations, interest rate risk is the risk that defaults on these obligations will increase during periods of rising interest rates and, during periods of declining interest rates, that obligors may exercise their option to prepay principal earlier than scheduled.

Credit spread risk is the risk that the market value of these obligations will change in response to changes in perceived or actual credit risk beyond changes that would be attributable to changes, if any, in interest rates.

Call and redemption risk is the risk that debt instruments will be called or redeemed prior to maturity at a time when yields on other debt instruments in which the call or redemption proceeds could be invested are lower than the yield on the called or redeemed instrument.

Any one of these risks may materially and adversely affect the value of the Combined Company’s assets, its results of operations and its financial condition.

The Combined Company will leverage its assets and a decline in the fair value of such assets may adversely affect its financial condition and results of operations.

The Combined Company will leverage its assets, including through borrowings, generally through warehouse facilities, secured loans, derivative instruments such as total return swaps, securitizations (including the issuance of CLOs) and other borrowings. A rapid decline in the fair value of the Combined Company’s leveraged assets, such as the declines experienced in the fourth quarter of 2007 and the first quarter of 2008, may adversely affect the Combined Company. Lenders may require the Combined Company to post additional collateral to support the borrowing. If the Combined Company cannot post the additional collateral, it may have to rapidly liquidate assets, which the Combined Company may be unable to do on favorable terms or at all. Even after liquidating assets, the Combined Company may still be unable to post the required collateral, further harming its liquidity and subjecting it to liability to lenders for the declines in the fair values of the collateral. A reduction in credit availability may reduce the Combined Company’s financial condition and results of operations.

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A reduction in administrative fees paid to Philadelphia Financial could adversely affect the financial condition and results of the operations of the Combined Company.

Philadelphia Financial generates revenue from administrative fees collected from a portfolio of company-owned life insurance policies and bank-owned life insurance policies issued and underwritten by affiliates of The Hartford Financial Services Group, Inc. (“Hartford”). Fee income was approximately $23.0 million for the period beginning on the closing of the transaction and ended December 31, 2012. A reduction in administrative fees paid to Philadelphia Financial, due to termination of Philadelphia Financial’s servicing agreement with a subsidiary of Hartford or termination of policies, could adversely affect the financial condition and results of operations of the Combined Company.

The amount of Philadelphia Financial’s required statutory capital can increase because of factors outside of Philadelphia Financial’s control.

Philadelphia Financial is subject to statutory capital and reserve requirements established by the applicable insurance regulators based on risk-based capital formulas. As of December 31, 2012, Philadelphia Financial maintains statutory capital and reserves of $18.4 million. In any particular year, these requirements may increase or decrease depending on a variety of factors, most of which are outside Philadelphia Financial’s control, such as the amount of statutory income or losses generated, changes in equity market levels, the value of fixed-income and equity securities in Philadelphia Financial’s investment portfolio, changes in interest rates and foreign currency exchange rates, as well as changes to the risk based capital formulas used by insurance regulators. Increases in the amount of additional statutory reserves that Philadelphia Financial is required to hold can adversely affect the financial condition and results of operations of the Combined Company.

A downgrade in Philadelphia Financial’s claims paying ability or financial strength ratings could increase policy surrenders and withdrawals, adversely affecting relationships with distributors and reducing new policy sales.

Claims paying ability ratings, sometimes referred to as financial strength ratings, indicate a rating agency’s view of an insurance company’s ability to meet its obligations to its insureds. These ratings are therefore key factors underlying the competitive position of life insurers. In particular, several of the non-affiliated distributors of Philadelphia Financial’s life insurance products refuse to do business with insurance companies that are rated lower than AA- for financial strength by Standard & Poor’s Ratings Services (“S&P”) or the equivalent of such rating issued by other recognized ratings agencies. Philadelphia Financial currently has ratings of A- from A.M. Best Company, Inc. A ratings downgrade or the potential for such a downgrade could materially increase the number of policy surrenders and withdrawals by policyholders of cash values from their policies, adversely affect relationships with distributors of Philadelphia Financial’s annuity and life insurance products, reduce new annuity policy sales and adversely affect the Combined Company’s ability to compete in the life insurance industry.

A change in law or regulation applicable to Philadelphia Financial’s annuity and insurance products could adversely affect the financial condition and results of operations of the Combined Company.

Philadelphia Financial generates revenue from the sale and administration of variable annuity and variable life insurance products. Such products enjoy U.S. federal income tax benefits that are conferred by statute or regulation. Should such benefits be curtailed or eliminated by changes in statute or regulation, Philadelphia Financial’s continuing issuance of variable annuity and variable life insurance products could be adversely affected. Any retroactive application of such statutory or regulatory changes could result in surrenders of Philadelphia Financial’s existing variable annuity and variable life insurance products, and any reduction in revenues resulting from such surrenders could adversely affect the financial condition and results of operations of the Combined Company.

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Philadelphia Financial may incur losses if its reinsurers are unwilling or unable to meet their obligations under reinsurance contracts.

Philadelphia Financial uses reinsurance to reduce the severity and incidence of claims costs, and to provide relief with regard to certain reserves. As of December 31, 2012, approximately 99% of the mortality risk on the insurance policies issued by Philadelphia Financial is reinsured by third parties. Under these reinsurance arrangements, other insurers assume a portion of Philadelphia Financial’s losses and related expenses; however, Philadelphia Financial remains liable as the direct insurer on all risks reinsured. Consequently, reinsurance arrangements do not eliminate Philadelphia Financial’s obligation to pay claims and Philadelphia Financial assumes credit risk with respect to its ability to recover amounts due from its reinsurers. The inability or unwillingness of any reinsurer to meet its financial obligations could negatively affect Philadelphia Financial’s operating results.

Adverse rulings or significant legal expenses in pending litigation matters could adversely affect the financial condition and results of operations of the Combined Company.

Philadelphia Financial affiliates are currently parties to a pending class action litigation alleging various claims under Colorado statutory and common law, including state securities act claims, breach of fiduciary duty, negligence, civil conspiracy, and fraudulent omission arising from investment losses within variable annuity or variable life insurance products issued by a Philadelphia Financial affiliate. On March 15, 2013, the court granted its preliminary approval to a class settlement of the proceeding. A final hearing to approve the settlement is scheduled for May 28, 2013. Until then, class members may submit objections to the proposed settlement. There can be no assurance that the settlement will be approved at such hearing. The Phoenix Companies, Inc. (from whom Tiptree acquired Philadelphia Financial) has agreed to indemnify Philadelphia Financial in connection with liabilities arising from specified pre-closing acts or omissions. The current litigation falls within the scope of this indemnification. However, an adverse judgment in this litigation that is ultimately sustained on appeal and in respect of which The Phoenix Companies, Inc. ultimately fails to provide indemnification, in whole or in part, could have a material adverse effect on PFLAC’s financial position and results of operations, and an indirect material adverse effect on the Combined Company’s financial position and results of operations.

See “Description of the Business of Tiptree Financial Partners, L.P. — Legal Proceedings” for further information concerning this litigation.

A reduction in fees paid to TAMCO could adversely affect the profitability of the Combined Company.

TAMCO generates management, servicing and advisory fees based on the amount of assets managed, and in certain cases, on the returns generated by the assets managed. Fee income was approximately $1.1 million for fiscal 2012 on a consolidated basis. A reduction in fees paid to TAMCO, due to termination of management agreements, reduction in assets managed or lower than expected returns, could adversely affect the profitability of the Combined Company.

The nature of the assets owned by MFCA present risks related to the special nature of such assets.

States, municipalities or public authorities issue tax-exempt (or, in certain cases, taxable) obligations to obtain funds for various public purposes. The two principal classifications of municipal obligations are general obligation and revenue bonds.

General obligation bonds are secured by the issuer’s pledge of its faith, credit and specified taxing power for the payment of principal and interest, whether it be unlimited or limited. The taxing power of any governmental entity may be limited, however, by provisions of its state constitution or laws, and a governmental entity’s creditworthiness will depend on many factors, including:

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Revenue bonds are payable only from the designated revenues derived from a particular project or, in some cases, from the proceeds of a special excise tax or other specific revenue sources such as payments from the user of the project being financed. Accordingly, the timely payment of interest and the repayment of principal in accordance with the terms of the revenue or special obligation bond is dependent upon the financial performance of the project or the obligor.

MFCA’s assets may also include certain tax-exempt lease obligations, which may be subject to annual appropriation by the municipality. Failure to appropriate would result in MFCA having to exercise remedies, including repossession of equipment or foreclosure on property, which could result in losses by MFCA.

Any one of these risks may materially and adversely affect the value of MFCA’s assets and negatively affect the Combined Company’s results of operations and financial condition.

Prepayment rates on municipal bonds could negatively affect the value of MFCA’s assets.

The value of MFCA’s assets and derivative arrangements related to municipal bonds, if any, may be adversely affected by prepayment rates of the underlying bonds. Prepayment rates are influenced by changes in current interest rates and a variety of economic, political, geographic and other factors beyond our control. Consequently, the Combined Company’s earnings may be adversely affected if the underlying obligors prepay the municipal bonds at higher-than-expected rates.

We may experience unexpected difficulties in combining Tiptree’s and Care’s businesses.

Upon completion of the Contribution Transactions, we will be required to integrate reporting of Tiptree’s businesses into our existing control systems and procedures to ensure the Combined Company satisfies its periodic and current reporting requirements under applicable SEC regulations. We cannot assure you that we will be able to successfully do so, or that, in connection therewith, we will not unexpectedly spend cash and expend significant other resources. Failure to effectively integrate reporting of Tiptree’s businesses into the Combined Company’s existing systems could hinder the Combined Company’s ability to operate as a public company and materially and adversely affect the Combined Company’s business, results of operations and financial condition.

Management of the Combined Company has limited experience operating a public company, which may impede management’s ability to successfully manage its business.

Management of the Combined Company has limited experience operating a public company. Therefore, the Combined Company’s management will rely in many instances on the professional experience and advice of third parties including its consultants, attorneys and accountants. Failure to comply or adequately comply with any laws, rules, or regulations applicable to public companies, which could result due to management’s limited experience operating a public company, may result in fines or regulatory actions, which may materially adversely affect the Combined Company’s business, results of operation, or financial condition.

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Some of the Combined Company’s officers and directors currently or may in the future act as members, managers, officers, directors or employees of entities with business strategies that may conflict with those of the Combined Company.

Some of the Combined Company’s officers and directors currently or may in the future act as members, managers, officers, directors or employees of entities with business strategies that may conflict with those of the Combined Company. Michael Barnes, who is expected to be Executive Chairman of the Combined Company, is a founding partner and Co-Chief Investment Officer of Tricadia Holdings, L.P. (“Tricadia”), an asset management holding company. Tricadia’s subsidiaries include, and Mr. Barnes is co-chief investment officer of, companies that manage hedge funds and structured vehicles with business strategies that may compete with those of the Combined Company. Furthermore, Geoffrey Kauffman, who is expected to be the President, Chief Executive Officer and Vice Chairman of the Combined Company, is a limited partner of Tricadia. Such positions may give rise to actual or potential conflicts of interest, which may not be resolved in a manner that is in the best interests of the Combined Company or its stockholders.

The duties of the Combined Company as managing member of Operating Subsidiary may come into conflict with the duties that our directors and officers have to the Combined Company and its stockholders.

Upon completion of the Contribution Transactions, the Combined Company and Tiptree will be the sole members of Operating Subsidiary, and the Combined Company will be the managing member of Operating Subsidiary. Our directors and officers will have duties to the Combined Company and its stockholders under applicable Maryland law in connection with the management of the Combined Company. At the same time, the Combined Company, as managing member of Operating Subsidiary, will have fiduciary duties and obligations to Operating Subsidiary and its members under Delaware law and the Operating Agreement. The duties of the Combined Company as managing member of Operating Subsidiary may come into conflict with the duties that our directors and officers have to the Combined Company and its stockholders. These conflicts may be resolved in a manner that is not in the best interests of the Combined Company and its stockholders.

The Combined Company will operate in highly competitive markets for business opportunities and personnel, which could impede its growth and negatively impact its results of operations.

The Combined Company will operate in highly competitive markets for business opportunities in each of its lines of business. Many competitors of the Combined Company will have financial, personnel and other resources that are greater than those of the Combined Company and may be better able to react to market conditions. These factors may place the Combined Company at a competitive disadvantage in successfully competing for future business opportunities and personnel, which could impede the growth of the Combined Company and negatively impact its results of operations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information both included and incorporated by reference in this proxy statement contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. These forward-looking statements include information about possible or assumed future events, including, among other things, the completion of the Contribution Transactions on the terms summarized in this proxy statement, discussion and analysis of our future financial condition, results of operations, our strategic plans and objectives, cost management, occupancy and leasing rates and trends, liquidity and ability to refinance our indebtedness as it matures, anticipated capital expenditures (and access to capital) required to complete projects, amounts of anticipated cash distributions to our stockholders in the future and other matters. When we use words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” or similar expressions, we intend to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the following:

The forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecast in the forward-looking statements. You should not place undue reliance on these forward-looking statements. Factors that could have a material adverse effect on our operations and future prospects or the completion of the Contribution Transactions include, but are not limited to:

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The cautionary statements contained or incorporated by reference into this proxy statement should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. Except for our ongoing obligations to disclose certain information as required by the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

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GENERAL INFORMATION ABOUT THE SPECIAL MEETING

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of the Company for use at the special meeting of stockholders to be held on June 12, 2013.

Date, Time and Place of the Special Meeting

The special meeting will be held on June 12, 2013, at 11:00 a.m., local time, at 780 Third Avenue, 21 ^st Floor, New York, New York, 10017.

Purpose of the Special Meeting

The purpose of the special meeting is for you to:

Record Date, Notice and Quorum

The Board has fixed April 25, 2013 as the record date for determining which stockholders of the Company are entitled to notice of, and to vote their shares in person or by proxy at, the special meeting and any adjournment of the special meeting. As of the close of business on the record date, there were 10,243,880 shares of our common stock outstanding, held by 11 holders of record.

The holders of a majority of the shares of our common stock that were outstanding as of the close of business on the record date, present in person or represented by proxy, will constitute a quorum for purposes of the special meeting. A quorum is necessary to hold the special meeting. Abstentions will be counted as shares present in person or represented by proxy for the purposes of determining the presence of a quorum. However, shares held in “street name” by brokers, banks, or other nominees for which instructions have not been provided will not be counted for the purposes of determining the presence of a quorum.

Required Vote for Each Proposal

The votes required to approve each proposal are as follows:

Voting Instructions

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote in person at the special meeting or vote by giving your proxy authorization over the Internet, by telephone or by properly completing, signing and dating the accompanying proxy card where indicated and mailing the card in

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the postage paid envelope provided. Whether or not you plan to attend the special meeting, we encourage you to vote by proxy or to give your proxy authorization to ensure that your votes are counted . You may still attend the special meeting and vote in person if you have already voted by proxy or given your proxy authorization.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent. If your shares of common stock are held by a broker, bank or other nominee (i.e., in “street name”), you will receive instructions from your nominee, which you must follow in order to have your shares of common stock voted. Such stockholders who wish to vote in person at the special meeting will need to obtain a proxy form from the broker, bank or other nominee that holds their shares of common stock of record.

Proxies and Revocations

If you properly submit a proxy prior to the special meeting, your shares will be voted as you direct. If you submit a proxy but no direction is otherwise made, your shares will be voted “FOR” the approval of the Company Contribution, “FOR” the approval of the Amended and Restated Charter and “ FOR” the approval of any adjournments of the special meeting for the purpose of soliciting additional proxies.

You may revoke your proxy at any time, but only before the proxy is voted at the special meeting, in any of three ways:

If you attend the special meeting, you may vote in person whether or not you have previously given a proxy, but your presence (without further action) at the meeting will not constitute revocation of a previously given proxy.

If your shares are held by your broker, bank or other agent as nominee, you should follow the instructions provided by your broker, bank or agent.

Other Matters

We do not expect that any matters other than the proposals described in this proxy statement will be brought before or at the special meeting. If, however, such a matter is properly presented before or at the special meeting, or any adjournments or postponements of the special meeting, the persons appointed as proxies will have authority to vote the shares represented by duly executed proxies in accordance with their discretion.

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PROPOSAL 1: THE COMPANY CONTRIBUTION

On December 31, 2012, we entered into the Contribution Agreement with Tiptree and Operating Subsidiary, which was amended by the First Amendment to the Contribution Agreement, dated February 14, 2013. For a summary of the material terms and conditions of the Contribution Agreement, as amended, and related agreements, see the sections entitled “The Contribution Agreement” on page 45, “The Operating Agreement” on page 56 and “The Registration Rights Agreement” on page 57. Pursuant to the Contribution Agreement, and subject to its terms and conditions, the Company will make the Company Contribution to Operating Subsidiary in exchange for 10,289,192 Common Units, representing approximately 25% of the Common Units of Operating Subsidiary, and Tiptree will make the Tiptree Contribution in exchange for 31,147,371 Common Units, representing approximately 75% of the Common Units of Operating Subsidiary, and 31,147,371 shares of our newly classified Class B Common Stock.

The Contribution Transactions are subject to customary closing conditions, including, among others, accuracy of representations and warranties, compliance with pre-closing covenants and absence of any material adverse change, as well as a majority of the shares of our outstanding common stock voting in favor of the Company Contribution (which shares include those owned by Tiptree, who intends to vote all of its shares in favor of the Company Contribution), approval of the Tiptree Contribution by the limited partners of Tiptree, receipt of certain third-party consents and filing of the Amended and Restated Charter with MSDAT. Additionally, there is a closing condition that, upon closing, the Combined Company’s board of directors consist of Michael Barnes, Geoffrey Kauffman, William Houlihan, Jonathan Ilany, Richard Price and Bradley Smith.

The Board has determined that the Company Contribution and related transactions are in the best interests of the Company and its stockholders. As a result, we are seeking stockholder approval for the Company Contribution.

Background of the Transaction

In August 2010, Tiptree acquired approximately 92% of our then-outstanding common stock through a private issuance followed by consummation of a tender offer by us for shares of our common stock. In November 2010, we internalized all aspects of our management, except certain advisory, accounting and general administrative functions, which are provided by TREIT Management, LLC (“TREIT”), currently an indirect subsidiary of Tiptree, pursuant to a services agreement. During this period, two executive officers of Tiptree, Michael Barnes, Tiptree’s Chairman, and Geoffrey Kauffman, then Tiptree’s President, as well as Salvatore V. (Torey) Riso, our chief executive officer, became members of our Board, which after such time consisted of four independent directors and Messrs. Barnes, Kauffman and Riso.

During the six month period ended in May 2011, our executive committee, consisting of Messrs. Barnes, Kauffman and Riso, formulated a strategic initiative designed to move the Company more into the senior housing business, with a view toward growth of the Company through acquisitions of senior housing assets. The first step in this process was the acquisition of three assisted living and memory care properties from Greenfield Senior Living, Inc. in September 2011 and the restructuring and eventual sale of our joint venture interest in a limited partnership with Cambridge Holdings, Inc., a Texas developer of medical office buildings, in November 2011. After the sale of the Cambridge joint venture interest our executive committee began considering alternatives to raise additional capital, including a possible public or private offering of our common stock.

After discussing with investment bankers and among themselves various alternatives for raising capital to allow the Company to acquire new senior housing assets, our executive committee reached the realization that our lack of size was a significant impediment to raising capital at a price that would fairly value the assets comprising our portfolio at such time. Our executive committee also considered whether a merger with another healthcare REIT would provide a better platform to raise capital and grow.

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On or about September 6, 2012, Mr. Kauffman, then President and Chief Executive Officer of Tiptree and our Vice Chairman, informed our chief executive officer, Mr. Riso, that Tiptree was preparing an offer for a transaction that would effectively combine Tiptree and the Company. On September 11, 2012, Mr. Barnes, as Chairman of the Board, called a telephonic meeting of the Board to be held on September 13, 2012. On September 12, 2012, a presentation prepared by Tiptree was distributed to all Board members regarding a potential transaction pursuant to which the Company would contribute all of its assets to a newly formed limited partnership or limited liability company and Tiptree would contribute all of its assets, except the Company common stock that it owned, with Tiptree receiving units of partnership or membership interests in the new entity that would, after one year from issuance, be redeemable for an equal number of shares of the Company’s common stock, or, at the Company’s sole discretion, a cash amount (or combination of cash and shares) based on the market value thereof. The materials provided the Board with information about the various businesses that Tiptree owned and would contribute in the transaction. Finally, the materials stated Tiptree’s belief that, among other things, the combined companies would be better able to raise capital and operate as a larger, more diversified public company than the Company could do on its own.

On September 13, 2012, the Board met for the purpose of allowing Tiptree to present its idea for a potential combination transaction involving Tiptree and the Company. All Board members were present, as were representatives of Bass Berry. Tiptree made a detailed presentation of the prospective transaction and the rationale for the prospective transaction. After a lengthy discussion during which the independent directors asked several questions about the prospective transaction, the Board asked for advice of counsel as to the proper process to follow in considering a potential transaction involving the Company and Tiptree. After providing a lengthy explanation of the duties owed by the directors, Bass Berry recommended that the Company request a formal proposal from Tiptree. Bass Berry also recommended that if, after receiving a formal proposal, the Board determined that the prospective transaction might be in the best interests of the Company, it would be appropriate for the Board to appoint a special committee consisting solely of directors who had no interest in Tiptree and no interest in the Company other than as directors and stockholders. The Board discussed at length the process for considering and approving a transaction with Tiptree, their duties as directors, the need for an independent financial advisor and the interests of minority stockholders of the Company. After the lengthy discussion, the independent directors requested that Tiptree deliver a formal proposal to the Company.

On September 24, 2012, Tiptree delivered to the Board a written offer to effect the contribution transaction described in Tiptree’s September 12, 2012 presentation. The offer provided for the formation of a new pass-through entity (either a limited partnership or a limited liability company), the contribution to the new entity by the Company and Tiptree of all of their respective assets, except Tiptree would not contribute the Company common stock owned by it. Tiptree proposed that the relative ownership interests in the new pass-through entity would be determined based on the relative book values of the assets contributed by Tiptree and the Company, subject to agreed upon adjustments. Tiptree proposed that all ownership interests in the new pass-through entity received by Tiptree in the transaction would, beginning one year after issuance, be redeemable at the option of the holder in exchange for Company common stock on a one-for-one basis or, at the Company’s election, cash equal to the value of such ownership interests determined by reference to the trading price of the Company common stock at the time of such redemption. Tiptree proposed that after consummation of the transaction, the healthcare-related real estate business currently operated by the Company would be operated as a subsidiary or division of the Company.

On September 24, 2012, the Board met to consider Tiptree’s offer. All directors were present, as were representatives of Bass Berry. After Bass Berry reminded the directors of their duties, Mr. Kauffman, on behalf of Tiptree, made a lengthy presentation of the offer to the Board. The independent directors asked a number of clarifying questions about the offer. Upon Bass Berry’s advice, the Board determined that it would be advisable and in the best interests of the Company and its stockholders other than Tiptree to appoint a special committee consisting only of independent directors who had no interest in Tiptree and no interest in the Company other than as directors and stockholders. After reviewing the qualifications of each independent director of the Company, the Board appointed William Houlihan, J. Rainer Twiford and Jean-Michel (Mitch) Wasterlain as the members of the Special Committee.

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Immediately after the Board meeting on September 24, 2012, the Special Committee held an organizational meeting. The Special Committee elected Mr. Houlihan to serve as the chair of the Special Committee. The Special Committee asked Bass Berry if it could represent the Special Committee as counsel in connection with its work on the offer from Tiptree. After determining that Bass Berry had no conflicts in representing the Special Committee, the Special Committee approved the appointment of Bass Berry as its counsel in connection with the proposed transaction. The Special Committee then held a lengthy discussion regarding the need to engage a financial advisor in connection with the proposed transaction. The Special Committee determined that it would be advisable to engage a financial advisor in connection with its consideration of the proposed transaction, and authorized Mr. Houlihan, assisted by Bass Berry, to commence a search for a financial advisor. Finally, the Special Committee directed Mr. Houlihan to notify Tiptree of the Special Committee’s desire to receive a draft of definitive transaction documents from Tiptree.

Between September 24, 2012 and September 27, 2012, Mr. Houlihan had discussions with a number of investment banking firms including CohnReznick regarding service as a financial advisor for the Special Committee in connection with the proposed transaction. Mr. Houlihan requested formal proposals from three of the investment banking firms, including CohnReznick, regarding their service as the financial advisor to the Special Committee. The Special Committee received detailed proposals from three of the investment banking firms outlining their respective expertise. On September 28, 2012, the Special Committee met to hear proposals from two of the investment banking firms, and on October 1, 2012, the Special Committee met to hear a proposal from CohnReznick. On October 2, 2012, the Special Committee approved the selection of CohnReznick as the Special Committee’s financial advisor in connection with the proposed transaction.

As part of its valuation services advisory practice, CohnReznick is regularly engaged in performing financial analyses with regard to businesses and their securities in connection with mergers and acquisitions, financings, restructurings, valuations, fairness opinions and other financial advisory services. CohnReznick has assisted numerous special committees and boards of directors of public and private companies in reviewing various transactions and opining as to the fairness of such transactions to certain constituents from a financial point of view. CohnReznick was selected by the Special Committee to serve as its financial advisor on the basis of such experience.

On October 3, 2012, the Company and Bass Berry received from Tiptree, through Tiptree’s counsel, Schulte Roth & Zabel LLP (“SRZ”), a draft of the Contribution Agreement. On October 5, 2012, Bass Berry provided Tiptree and SRZ with a detailed markup of the Contribution Agreement and on October 9, 2012, Bass Berry reviewed the draft, with Bass Berry’s comments, with the Special Committee. The draft agreement was also provided to CohnReznick.

On October 9, 2012, November 5, 2012 and November 16, 2012, the Special Committee held telephonic meetings during which Mr. Houlihan informed the Special Committee of the progress being made by CohnReznick and Bass Berry informed the Special Committee of the progress being made on the transaction agreements.

On October 10, 2012, SRZ, on Tiptree’s behalf, distributed a new draft of the Contribution Agreement to the Company and Bass Berry.

On October 16, 2012, the Company and Bass Berry received from Tiptree and SRZ a draft of the Operating Agreement.

Bass Berry provided Tiptree and SRZ with a detailed markup of the draft Contribution Agreement on October 26, 2012.

On October 31, 2012, SRZ, on Tiptree’s behalf, distributed a new draft of the Contribution Agreement to the Company and Bass Berry.

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On November 7, 2012, Bass Berry provided Tiptree and SRZ with a detailed markup of the Operating Agreement.

On November 12, 2012, SRZ, on Tiptree’s behalf, distributed a draft of the Registration Rights Agreement to the Company and Bass Berry.

On November 17, 2012, SRZ, on Tiptree’s behalf, distributed new drafts of the Contribution Agreement and the Operating Agreement to the Company and Bass Berry.

On November 21, 2012, SRZ, on Tiptree’s behalf, distributed a draft of Tiptree’s disclosure schedules to the Contribution Agreement to the Company and Bass Berry.

On or about December 3, 2012, Tiptree delivered to Mr. Houlihan and Bass Berry the proposed adjusted book values of assets to be contributed to Operating Subsidiary by Tiptree and the Company, which would form the basis for the number of units to be received by each of Tiptree and the Company upon closing of the Contribution Transactions. Mr. Houlihan promptly delivered these numbers to CohnReznick.

Between December 4, 2012 and December 11, 2012, CohnReznick did extensive analysis of the adjusted book value numbers provided by Tiptree, and in a call to Mr. Houlihan on December 11, 2012, informed Mr. Houlihan that CohnReznick would have difficulty providing a fairness opinion on the relative contribution ratios based on a valuation of Company adjusted book value of $90 million, and suggested to Mr. Houlihan that the Special Committee should ask for more value to be attributed to the Company’s assets in the transaction.

During three meetings held on December 11, 12 and 13, 2012, the Special Committee reviewed the proposed adjusted book values of the assets to be contributed to Operating Subsidiary by Tiptree and the Company. During the December 13, 2012 meeting, the Special Committee had an extended discussion regarding the methodologies for determining the relative values, including the relative values of Tiptree’s insurance business, municipal and corporate bond assets and CLO business. CohnReznick agreed to perform additional analyses of Tiptree’s insurance business and corporate and municipal bond assets and Mr. Wasterlain requested permission to approach Mr. Kauffman at Tiptree to gain an understanding of the value of Tiptree’s CLO business. Later in the day, Mr. Wasterlain discussed the valuation methodologies for Tiptree’s CLO business with Mr. Kauffman, and reported to Mr. Houlihan that he was satisfied with the valuation methodology and the valuation. As a result of the lengthy discussions during the meetings on December 11, 12 and 13, 2012, the Special Committee authorized Mr. Houlihan to negotiate with Tiptree to increase the valuation of adjusted book value for the Company, and, accordingly, the relative contribution percentage of the Company in the Contribution Transactions.

On December 13, 2012, Mr. Houlihan and Mr. Kauffman discussed the relative contribution percentages of Tiptree and the Company in the Contribution Transactions. Mr. Kauffman agreed to a valuation of adjusted book value of Company contributed assets of $92 million, but also asked Mr. Houlihan to consider Tiptree earnings between the end of the third quarter and the signing date as well as the relative values and earning power of Tiptree’s multiple lines of business and provide Tiptree with credit for that value. The negotiation between Messrs. Houlihan and Kauffman resulted in the final contribution ratio (on a fully-diluted basis) of approximately 75.4% based on the assets contributed by Tiptree and approximately 24.6% based on the assets contributed by the Company.

Bass Berry provided Tiptree and SRZ with a detailed markup of the draft transaction documents on December 14, 2012.

On December 17, 2012, Bass Berry, on the Company’s behalf, distributed a draft of the Company’s disclosure schedules to the Contribution Agreement to Tiptree and SRZ.

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On December 18, 2012, SRZ, on Tiptree’s behalf, distributed new drafts of the Contribution Agreement, Operating Agreement and Registration Rights Agreement and a draft of the Amended and Restated Charter to the Company and Bass Berry.

On December 18, 2012, representatives of Bass Berry and SRZ held a call to address final issues in the Contribution Agreement and the Operating Agreement, which issues were resolved to the satisfaction of both parties. The draft documents were distributed to CohnReznick.

On December 18, 2012, the Special Committee met to consider approval of the Contribution Agreement and the Contribution Transactions contemplated in connection with the contribution of assets pursuant to the Contribution Agreement. At the beginning of the meeting, Bass Berry advised the Special Committee members of their fiduciary duties. The Special Committee then heard a presentation by CohnReznick regarding the fairness, from a financial point of view, of the relative contribution ratios in respect of the assets contributed by Tiptree and the Company in the Contribution Transactions contemplated by the Contribution Agreement. The Special Committee members asked CohnReznick a number of questions during its presentation. After completion of its presentation, CohnReznick expressed verbally its opinion that the consideration to be received by the Company in connection with the Contribution Transactions is fair, from a financial point of view. CohnReznick delivered its written opinion to that effect on December 19, 2012, a copy of which is attached as Appendix E to this proxy statement. After CohnReznick delivered its verbal fairness opinion, Bass Berry provided the Special Committee with a detailed summary of the Contribution Agreement, the Operating Agreement and the other ancillary agreements in the proposed transaction. After receiving the verbal fairness opinion from CohnReznick and the summary of the definitive agreements from Bass Berry, the Special Committee unanimously voted to approve the Contribution Agreement and the transactions contemplated therein, the Operating Agreement and the other ancillary agreements and transactions contemplated therein, and to recommend to the Board that it approve and adopt the Contribution Agreement, the Operating Agreement and all ancillary documents in connection with the proposed transaction.

On December 20, 2012 the Board, at a regularly scheduled meeting, received the recommendation of the Special Committee and, after discussion, voted to approve (with Messrs. Barnes and Kauffman abstaining) the Contribution Agreement and the transactions contemplated therein, the Operating Agreement and the other ancillary agreements and transactions contemplated therein, with such immaterial or non-substantive modifications as Tiptree and SRZ and the Company and Bass Berry agreed upon.

On December 27, 2012, Tiptree delivered final numbers to be inserted in the Contribution Agreement and the Operating Agreement and other ancillary documents. After discussion and final negotiations on language in the Contribution Agreement and the Operating Agreement and other ancillary documents, on December 31, 2012, Tiptree, the Company and Operating Subsidiary executed and delivered the Contribution Agreement. The parties issued a joint press release on December 31, 2012 announcing entry into the Contribution Agreement.

Reasons for the Contribution Transactions

In approving the Contribution Transactions and recommending the Company Contribution and Amended and Restated Charter to the Company’s stockholders, the Special Committee and the Board considered a number of potential benefits to be realized by us upon consummation of the Transaction, including, without limitation:

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The Special Committee and the Board also considered the following negative factors in evaluating the Contribution Transactions: (i) the potential difficulty investors might have analyzing a company with numerous business lines in different industries; (ii) the loss of the Company’s status as a REIT, which we expect to occur effective as of January 1, 2013, and the negative tax implications to our stockholders on account of the loss of our REIT status; (iii) the potential conflicts that might arise in connection with decisions on where to allocate capital among the businesses that will be operated by Operating Subsidiary; and (iv) the potential cost and time delays in getting third-party lender consents in connection with the consummation of the Contribution Transactions, particularly from government-sponsored lenders such as Fannie Mae and Freddie Mac.

Opinion of the Company’s Financial Advisor

The Special Committee retained CohnReznick as its independent financial advisor in order to review the proposed Contribution Transactions and provide an opinion to the Special Committee as to whether the consideration to be received by the Company in connection with the Contribution Transactions is fair, from a financial point of view. As part of its valuation services advisory practice, CohnReznick is regularly engaged in performing financial analyses with regard to businesses and their securities in connection with mergers and acquisitions, financings, restructurings, valuations, fairness opinions and other financial advisory services. CohnReznick has assisted numerous special committees and boards of directors of public and private companies in reviewing various transactions and opining as to the fairness of such transactions to certain constituents from a financial point of view. CohnReznick was selected by the Special Committee to serve as its financial adviser on the basis of such experience.

Following a presentation to the Special Committee on December 18, 2012, CohnReznick expressed verbally its opinion that the consideration to be received by the Company in connection with the Contribution Transactions is fair, from a financial point of view. CohnReznick delivered its written opinion to that effect on December 19, 2012.

The full text of the written opinion of CohnReznick, which sets forth, among other things, assumptions made, procedures followed, matters considered, qualifications and exceptions, and limitations of the review undertaken in rendering the opinion, is attached as Appendix E to this proxy statement and is incorporated herein by reference. Stockholders are urged to read the opinion carefully and in its entirety.

The opinion of CohnReznick is directed to the Special Committee and addresses only the fairness from a financial point of view to the Company of the consideration to be received by the Company in connection with the Contribution Transactions. The opinion of CohnReznick is not a recommendation as to how any stockholder or any other person or entity should vote or act with respect to any matters relating to the Contribution Transactions. Further, the CohnReznick opinion does not in any manner address the Company’s underlying business decision to pursue the Contribution Transactions or the relative merits of the Contribution Transactions as compared to any alternative business transaction or strategy. The decision as to whether to approve the Company Contribution may depend on an assessment of factors unrelated to the financial analysis on which the opinion of CohnReznick is based.

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The following is a summary of the material analyses performed by CohnReznick in connection with rendering its opinion. CohnReznick noted that the basis and methodology for the opinion have been designed specifically for this purpose and may not translate to any other purposes. While this summary describes the analyses and factors that CohnReznick deemed material in its presentation and opinion to the Special Committee, it does not purport to be a comprehensive description of all analyses and factors considered by CohnReznick. The opinion is based on the comprehensive consideration of the various analyses performed. This summary is qualified in its entirety by reference to the full text of the opinion of CohnReznick.

In arriving at its opinion, CohnReznick did not attribute any particular weight to any particular analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor.

Several analytical methodologies were employed by CohnReznick in its analyses, and no one single method of analysis should be regarded as critical to the overall conclusion reached by it. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, CohnReznick believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and factors in their entirety, could create a misleading or incomplete view of the evaluation process underlying its opinion.

The conclusion reached by CohnReznick, therefore, is based on the application of its own experience and judgment to all analyses and factors considered by it, taken as a whole.

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CohnReznick prepared its opinion as of December 11, 2012. The opinion was necessarily based upon market, economic, financial, and other conditions as they existed and could be evaluated as of such date, and CohnReznick disclaims any undertaking to advise any person of any change in any fact or matter affecting its opinion coming or brought to the attention of CohnReznick after the date of the CohnReznick opinion.

Valuation Methodology Overview

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Overview of Care Investment Trust Inc.

The Company is currently a REIT that invests in healthcare-related facilities including assisted-living, independent-living, memory care, skilled nursing and other healthcare and seniors-related real estate assets in the U.S. The Company was incorporated in Maryland in March 2007 and completed its initial public offering on June 22, 2007.

As of March 31, 2013, Care’s portfolio of assets consists of wholly-owned and majority-owned real estate of senior housing facilities, including assisted living, independent living and memory care facilities, as well as real estate joint-ventures of senior housing facilities, including an assisted/independent living facility and senior apartments, and a loan investment secured by skilled nursing facilities, as well as collateral relating to assisted living facilities and a multifamily property. The Company’s wholly-owned senior housing facilities are leased, under “triple-net” leases, which require the tenants to pay all property-related expenses.

On March 16, 2010, Care entered into a definitive purchase and sale agreement with Tiptree under which it agreed to sell newly issued common stock to Tiptree at $9.00 per share (prior to Care’s three-for-two stock split in September 2010) and to launch a cash tender offer for up to all of the outstanding common stock at $9.00 per share. These transactions were completed on August 13, 2010, resulting in a change of control of Care. Shares of common stock representing approximately 92% of Care’s then-outstanding common stock (after taking into consideration the effect of the tender offer) were issued to Tiptree in exchange for cash proceeds of approximately $55.7 million. Due to the change of control of Care and an election to utilize push-down accounting, Care’s entire portfolio was revalued as of August 13, 2010 based on the estimated fair market value of each investment on such date.

Net Asset Value Analysis

Beginning with the balance sheet reported in Care’s Quarterly Report on Form 10-Q for the period ended September 30, 2012, CohnReznick applied a number of adjustments in order to evaluate the value of Care under the adjusted net asset value approach.

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After application of the above adjustments, the resulting fair market value indicated by the Net Asset Value Analysis totaled $95,100,000.

Comparable Company Analysis

In order to assess how the public market values companies similar to Care, CohnReznick reviewed financial and operating data for the following publicly traded companies that CohnReznick deemed appropriate:

These companies were selected because they operate as real estate holding entities in the senior living space. While a number of differences exist between these companies and Care, they were determined to be the most comparable public companies available. CohnReznick calculated multiples from the trailing twelve months of financial data for the selected comparable companies, along with key financial metrics used to compare these companies to Care.

It was noted that Care is considerably smaller, is more levered, and produces lower returns than the comparable companies. Considering these and other factors, lower than median multiples exhibited by the comparable companies were utilized, resulting in an indicated value of total equity in the amount of $93,700,000.

Discounted Cash Flow Analysis

In order to derive the cash flow projections, CohnReznick relied on certain “base case” projections and assumptions provided by Tiptree’s management including the following:

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In addition to the foregoing, CohnReznick relied upon an assumption that professional fees were reduced to 90% of their otherwise trended amount to normalize the cash flows that Care could expect if it were not a public company.

After considering the industry in which Care operates, as well as risks specific to the Company, a discount rate of 10.0% was deemed appropriate. The DCF resulted in an indicated value of total equity in the amount of $91,958,000.

Public Market Pricing Analysis

As mentioned above, Care’s equity is publicly traded, although it should be noted that trading volume has been fairly minimal over the last year. Pricing trends for the last year are shown in the following chart.

Considering recent trading trends and activity, a representative price of $7.25 per share was selected, indicating an “As If Freely Traded” value of $74.1 million (based on 10,219,807 shares outstanding). As this price is on a minority basis, a control premium was added (13%), resulting in an indicated value of total equity in the amount of $83,725,769 million.

Care Investment Trust Inc. Valuation Conclusion

The valuation analyses performed yielded the following indications of value:

After giving consideration to all of the methods and analyses, an estimated value range of $92.0 million to $95.0 million was concluded for the total equity of Care as of the Valuation Date.

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Muni Funding Company of America, LLC Overview

MFCA is a tax-exempt specialty finance company. MFCA acquires non-investment grade and non-rated direct and indirect debt interests in middle market non-profit and municipal borrowers. MFCA is managed by Muni Capital Management, LLC, a subsidiary of TAMCO.

MFCA receives daily third party market-based valuations (“Marks”) for illiquid debt obligations from both International Data Corporation (“IDC”) and S&P, two industry recognized providers of market values for these types of assets. MFCA averages the Marks in determining the fair market value of each instrument. As part of the audit review process, MFCA’s auditors review these prices, and verify the prices with IDC and S&P. After considering the credibility of the vendors providing the Marks, as well as the fact that these values are audited on an ongoing basis, CohnReznick determined the Marks to be a reasonable estimation of the market value of MFCA’s assets at the Valuation Date.

Muni Funding Company of America, LLC Valuation Conclusion

Since MFCA is a holding company and does not have operations, the Net Asset Value Analysis was used in determining the fair market value of the equity of MFCA on a going concern basis. The below table shows the market value of MFCA using the IDC Marks, the S&P Marks, and the average of the two Marks (incorporated in the consolidated financial statements of Tiptree). All values are as of September 30, 2012. CohnReznick was advised that no material differences had occurred between September 30, 2012 and the Valuation Date.

Based on these indications, a range of $93.6 million to $93.7 million was concluded to be a reasonable estimation of MFCA’s total equity as of the Valuation Date.

Portfolio Overview

The Portfolio consists of assets including equity tranches in CLOs, interests in Asian real estate funds, and various credit-related investments. The Portfolio’s holding in PMC Commercial Trust is publicly traded (market price of $7.08 per share as of the Valuation Date).

Since the Portfolio receives monthly third party Marks for the Portfolio’s holdings in Telos I (RBS) and Telos II (Guggenheim Partners). As part of the audit review process, Tiptree’s auditors verified the prices with both RBS and Guggenheim Partners. In addition, the auditors have discussed and reviewed the portfolios at Telos I and Telos II with the respective management teams at each fund.

The value of the Portfolio’s holdings in the Star Asia entities are based upon the following:

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Portfolio Valuation Conclusion

Since the Portfolio is an investment portfolio, the adjusted net asset value method was used in determining the fair market value of the Portfolio for the purpose of the valuation analysis. The following table shows the fair market value of the Portfolio. All values are as of September 30, 2012, except for the investment in PMC Commercial Trust, which is shown at its quoted market price as of December 11, 2012. CohnReznick was advised that no material differences had occurred between September 30, 2012 and the Valuation Date.

Based on these values, CohnReznick determined that a reasonable estimation of the market value of the Portfolio was $49.3 million as of the Valuation Date.

TAMCO Overview

TAMCO is a management services company that owns the following management companies that are party to the following management services agreements:

Recent Transaction and Related Adjustments to the Financial Statements

On June 30, 2012, Tiptree issued $53 million of Tiptree common units and $3.352 million of warrants to purchase common units in connection with its acquisition of TAMCO. Thus, the aggregate purchase price was $56.4 million.

Comparable Company Analysis

In order to assess how the public market values companies similar to TAMCO, CohnReznick reviewed financial and operating data for the following publicly traded companies that CohnReznick deemed appropriate:

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These companies were selected because they operate as investment management companies. While a number of differences exist between these companies and TAMCO, they were determined to be the most comparable public companies available. CohnReznick calculated multiples from the trailing twelve months of financial data for the selected comparable companies, along with key financial metrics used to compare these companies to TAMCO.

It was noted that TAMCO is considerably smaller than the comparable companies. Considering this and other relevant factors, lower than median multiples exhibited by the comparable companies were utilized resulting in an indicated value of total equity in the amount of $50,258,000.

Discounted Cash Flow Analysis

In order to derive the cash flow projections, CohnReznick relied on certain “base case” projections and assumptions provided by Tiptree’s management including the following:

In addition to the foregoing, CohnReznick adjusted related party revenues to reflect the full amount of management fees a third party would receive from Tiptree Entities for the services provided.

After considering the industry in which TAMCO operates, as well as risks specific to the company, a discount rate of 14.0% was deemed appropriate in an indication of total equity value in the amount of $50,571,000.

Transaction Analysis

On June 30, 2012, Tiptree issued $53 million of Tiptree common units and $3.352 million of warrants to purchase common units in connection with its acquisition of TAMCO, for an aggregate purchase price of $56.4 million. CohnReznick determined that a discount of 10% was appropriate to reflect the nature of the security issued (a minority interest). Therefore, the adjusted market value of invested capital for the transaction was $50,718,000.

TAMCO Valuation Conclusion

The valuation analyses performed yielded the following indications of value:

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After giving consideration to all of the foregoing methods and approaches, an estimated value range of $50.5 million to $50.8 million was concluded for the total equity of TAMCO as of the Valuation Date.

Philadelphia Financial Group, Inc. Overview

Philadelphia Financial is a provider of private placement life insurance and annuity products for high net worth individuals and institutional investors and is also a third-party administrator of corporate owned life insurance and bank owned life insurance policies.

Recent Transactions

On July 13, 2012, Philadelphia Financial acquired the rights to provide administrative services in respect of the private placement insurance business unit of Hartford for $117.5 million. This transaction provided significant revenue growth during the twelve month period ended September 30, 2012. As a result of the transaction, approximately $10.7 million of cash is contractually restricted for three years and not available for distribution due to the financing terms of the debt related to the Hartford acquisition. For the purposes of this valuation, this cash was accounted for as a non-operating asset.

In connection with the Hartford acquisition, Philadelphia Financial’s balance sheet now includes a $99.2 million note payable. This 10-year note carries an interest rate of 12.66% per year. Prepayment of the loan is permitted beginning in July 2015. For the purposes of this valuation, the value of the debt was adjusted to reflect a market level interest rate of 11.5%. A corresponding offset was made to equity.

Discounted Cash Flow Analysis

In order to derive the cash flow projections, CohnReznick relied on certain “base case” projections and assumptions provided by Tiptree’s management including the following:

After considering the industry in which Philadelphia Financial operates, as well as risks specific to the company, a discount rate of 11.4% was deemed appropriate. The DCF resulted in an indicated value of total equity in the amount of $102,298,000.

Comparative Transaction Analysis

On June 23, 2010, Tiptree acquired Philadelphia Financial from The Phoenix Companies for $28.5 million. On July 13, 2012, Philadelphia Financial acquired certain assets of Hartford for $117.5 million. Applying multiples derived from these transactions to expected operating results indicated a total equity value in the amount of $103,319,000.

Philadelphia Financial Group, Inc. Valuation Conclusion

The valuation analyses performed yielded the following indications of value:

After giving consideration to all of the methods and approaches, an estimated value range of $102.3 million to $103.3 million was concluded for the total equity of Philadelphia Financial as of the Valuation Date. Tiptree’s

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preferred stock ownership percentage is 87.27% and common stock ownership is 81.46%. The preferred stock is entitled to a cumulative compounded preferred return of 20% and a priority return of capital and unpaid preferred return. Accordingly, CohnReznick estimated that more of the total equity value should be allocated to the preferred stock on a going concern basis and utilized 87% in estimating the value of Tiptree’s ownership. Therefore, it was concluded that a reasonable range for the estimated value of Tiptree’s interest in Philadelphia Financial was $89.0 million to $89.9 million as of the Valuation Date.

Conclusion of Fairness

Fees and Expenses

The CohnReznick engagement letter with Care, dated October 3, 2012, provides that, for its services, CohnReznick is entitled to receive a fee of $97,500 from the Company, which was paid as follows: a $20,000 non-refundable retainer upon execution of the engagement letter, and $77,500 upon CohnReznick’s delivery of its opinion. As a result of additional work needed that was not foreseen at commencement of the engagement, the Company agreed to pay CohnReznick an additional $5,000 upon CohnReznick’s delivery of its opinion. No portion of the fee paid to CohnReznick was contingent upon the consummation of the Contribution Transactions. The engagement letter also provides that CohnReznick will be paid additional fees at its standard hourly rates for any time incurred should CohnReznick be called upon to support its findings subsequent to the delivery of the opinion. In addition, the Company has agreed to indemnify CohnReznick and certain related persons against liabilities arising out of CohnReznick’s services as a financial advisor to the Special Committee.

Interests of Certain Persons in the Contribution Transactions

In considering whether to approve the proposals at the special meeting, the Company’s stockholders should recognize that Tiptree, as the current direct owner of approximately 91% of the Company’s common stock, and certain of the Company’s directors and executive officers have interests in the Contribution Transactions that may differ from, or that are in addition to, their interests as stockholders generally. These interests include, among others, continued service as directors or executive officers of the Combined Company, Tiptree’s receipt of Common Units, shares of Class B Common Stock and the Warrants, and the potential liquidity that the Contribution Transactions would provide to the limited partners of Tiptree.

It is a condition to the closing of the Contribution Transactions that, at the time of closing, the Combined Company’s Board will consist of Michael Barnes, Geoffrey Kauffman, William Houlihan, Jonathan Ilany, Richard Price and Bradley Smith. Messrs. Barnes, Kauffman, Price and Smith currently serve on the board of directors of Tiptree. Following closing, Mr. Barnes will continue to serve on the board of directors of Tiptree and

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may have conflicting duties because he has a duty to both us and to Tiptree. Upon completion of the Contribution Transactions, the Company and Tiptree will be the sole members of Operating Subsidiary and the Combined Company will be the managing member of Operating Subsidiary. It is possible that these board members’ fiduciary duties to Tiptree, including with respect to its membership interest in Operating Subsidiary, will conflict with what will be in the best interests of the Combined Company and its stockholders other than Tiptree.

The chairman of the Special Committee was awarded $20,000 (one-third payable in cash and two-thirds payable in shares of fully-vested common stock), and the other two members of the Special Committee were each awarded $15,000 (one-third payable in cash and two-thirds payable in shares of fully-vested common stock), as compensation for their services in analyzing and negotiating the Contribution Agreement and related transactions.

Effect of the Contribution Transactions on Existing Stockholders

Upon closing of the Contribution Transactions, the Company’s existing common stock will be renamed as “Class A Common Stock” and Operating Subsidiary will issue to Tiptree 31,147,371 Common Units and 31,147,371 shares of Class B Common Stock. Holders of the Class A Common Stock and the Class B Common Stock will vote together as a single class, subject to certain exceptions. The Common Units held by Tiptree may be redeemed at the option of the holder for shares of Class A Common Stock beginning one year after closing of the Contribution Transactions.

No Appraisal Rights

Under applicable Maryland law and the Company’s existing charter, the Company’s stockholders do not have appraisal or dissenters’ rights with respect to the Company Contribution.

Management of the Company Following Closing of the Contribution Transactions

The Company and Tiptree expect that Michael Barnes, the Executive Chairman of Tiptree, Geoffrey Kauffman, the President and Chief Executive Officer of Tiptree, and Julia Wyatt, the Chief Financial Officer of Tiptree, will serve in such roles with the Combined Company following the closing of the Contribution Transactions. Messrs. Barnes and Kauffman will remain directors of the Combined Company. Additionally, it is expected that Mr. Riso, the current President and Chief Executive Officer of the Company, will serve in a similar role with the Combined Company’s subsidiary that will hold the assets of the Company following the Contribution Transactions. As a result, Mr. Riso will not be an executive officer of the Combined Company.

Relationship to Other Proposals

Proposal 1 is conditioned upon the approval of Proposal 2 (approval of the Amended and Restated Charter). If our stockholders do not approve Proposal 2, or if the Contribution Agreement is terminated prior to the date of the special meeting, then we would consider Proposal 1 to be moot and votes for Proposal 1 would not be counted.

Vote Required and Board Recommendation

For approval of the Company Contribution, you may vote in favor of the proposal, against the proposal or abstain from voting. If a quorum is present, approval of this Proposal 1 requires the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. Because this proposal requires the vote of a majority of the outstanding shares, if you fail to vote or abstain from voting, or fail to instruct your broker, bank or other nominee to vote if your shares are held in street name, it will have the same effect as a vote against the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 1.

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THE CONTRIBUTION AGREEMENT

The following is a summary of the material terms and conditions of the Contribution Agreement. This summary may not contain all the information about the Contribution Agreement that is important to you. This summary is qualified in its entirety by reference to the full text of the Contribution Agreement attached as Appendix A to, and incorporated by reference into, this proxy statement. You are encouraged to read the Contribution Agreement in its entirety because it is the legal document that governs the Contribution Transactions.

Explanatory Note Regarding the Contribution Agreement and the Summary of the Contribution Agreement: Representations, Warranties and Covenants in the Contribution Agreement Are Not Intended to Function or Be Relied on as Public Disclosure of the Company

The Contribution Agreement and the summary of its terms in this proxy statement have been included to provide information about the terms and conditions of the Contribution Agreement. The terms and information in the Contribution Agreement are not intended to provide any other public disclosure of factual information about the Company, Operating Subsidiary, Tiptree or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Contribution Agreement are made by the parties only for the purposes of the Contribution Agreement and were qualified by, and subject to, certain limitations and exceptions agreed to by the parties in connection with negotiating the terms of the Contribution Agreement, including exceptions and other information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Contribution Agreement, which are not included in this proxy statement. In particular, in your review of the representations and warranties contained in the Contribution Agreement and described in this summary, it is important to bear in mind that the representations and warranties were not made to establish matters as facts but were made solely for the benefit of the parties to the Contribution Agreement and were negotiated for the purpose of allocating contractual risk among them, including establishing the circumstances in which the parties may have the right not to complete the transactions contemplated by the Contribution Agreement, or a party may have the right to terminate the Contribution Agreement if the representations and warranties of another party prove to be untrue due to a change in circumstance or otherwise.

The representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases may be qualified by disclosures made by one party to the other, which are not necessarily reflected in the Contribution Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Contribution Agreement, and subsequent developments or new information qualifying a representation or warranty may have been included in or incorporated by reference into this proxy statement.

For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of the Company, Operating Subsidiary, Tiptree or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this document or incorporated by reference into this proxy statement.

The Tiptree Contribution

Upon the terms and subject to the conditions set forth in the Contribution Agreement, at closing, Tiptree will contribute to Operating Subsidiary all of Tiptree’s right, title and interest in and to all of its assets other than the Excluded Assets and Operating Subsidiary will assume all of the liabilities and obligations relating to the transferred assets. In exchange, Tiptree will receive membership interests in Operating Subsidiary and shares of

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Class B Common Stock of the Company as described below in the section entitled “— Consideration . ” Following the Contribution Transactions, Operating Subsidiary will be owned by the Company and Tiptree, who will be the only two members of Operating Subsidiary, and the Combined Company will continue to be an SEC registrant and its Class A Common Stock will be quoted on the OTCQX market.

Consideration

As consideration for the Tiptree Contribution, Tiptree will receive 31,147,371 Common Units, or approximately 75% of Operating Subsidiary, and 31,147,371 shares of our Class B Common Stock. At closing, the Company will own the remaining 10,289,192 Common Units, or approximately 25% of Operating Subsidiary.

Purchase of Warrants

Simultaneously with the Tiptree Contribution described above, Tiptree will purchase from Operating Subsidiary the Warrants, which will include warrants to acquire 2,098,500 Common Units with an exercise price of $8.48 per unit, exercisable until June 30, 2022, for an aggregate cash purchase price of $4,327,500 and warrants to acquire 1,510,920 Common Units with an exercise price of $5.36 per unit, exercisable until June 12, 2017, for an aggregate cash purchase price of $6,846,380. The Warrants will be on other terms as mutually agreed and are expected to be on substantially the same terms as existing outstanding warrants and options to purchase Tiptree partnership units.

Representations and Warranties

The Contribution Agreement contains customary representations and warranties made by the Company and Tiptree as of specific dates. For important information relating to the representations and warranties, see the section of this proxy statement entitled “— Explanatory Note Regarding the Contribution Agreement and the Summary of the Contribution Agreement: Representations, Warranties and Covenants in the Contribution Agreement Are Not Intended to Function or Be Relied on as Public Disclosure of the Company . ” The representations and warranties by Tiptree relate to, among other things:

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The representations and warranties by the Company relate to, among other things:

Material Adverse Effect

A number of the representations and warranties by Tiptree are qualified by a “Contributor Material Adverse Effect” standard. A “Contributor Material Adverse Effect” is defined to mean any event, change, occurrence, or effect that (i) is or would reasonably be expected to be materially adverse to the business, assets, liabilities, condition (financial or otherwise), or results of operations of any of Tiptree’s subsidiaries, or (ii) materially impairs the ability of Tiptree to consummate, or prevents or materially delays, the Tiptree Contribution or any of the other transactions contemplated by the Contribution Agreement or would reasonably be expected to do so, except, in the case of (i) only, other than:

(a) changes or developments, whether economic, legislative, regulatory, geopolitical or otherwise, generally affecting an industry in which any of Tiptree’s subsidiaries operate, or the economy or the financial, securities, debt or other capital markets, in the U.S. or globally, including effects on any such industry, economy, or market resulting from any regulatory and political conditions or developments in general;

(b) the outbreak or escalation of hostilities or any acts of war or terrorism;

(c) any hurricane, tornado, windstorm, flood, earthquake or other natural disaster, act of God, or any change resulting from weather;

(d) changes in law or generally accepted accounting principles in the U.S. (or an authoritative interpretation thereof); or

(e) public announcement of the Contribution Agreement and the transactions contemplated therein, including the identity of the parties and the impact on relationships, contractual or otherwise, between the Company and its subsidiaries and any tenant, property or asset manager, supplier, contract counterparty, officer or employee.

The changes in (a) and (d) above will only be excluded to the extent that they do not have a disproportionate impact on other similarly situated entities.

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Additionally, a number of our representations and warranties are qualified by a “Company Material Adverse Effect” standard. The definition of a “Company Material Adverse Effect” is substantially identical to the definition of a Contributor Material Adverse Effect, except that it applies to events or changes that occur with respect to the Company and its subsidiaries and the carve-out for industry changes or developments in clause (a) above is limited to the real estate investment trust or senior living industries.

Covenants

Conduct of Business Pending Consummation of the Transactions

Tiptree and the Company have each agreed that, during the period from the signing of the Contribution Agreement until the closing, Tiptree, on the one hand, and the Company, on the other hand, will, among other things, conduct their business in the ordinary course consistent with past practice, preserve substantially intact their business organizations and preserve their present relationships with customers, suppliers and other persons with which they have material business relations.

Tiptree has also agreed that during the period from the signing of the Contribution Agreement until the closing, except as contemplated by the Contribution Agreement, referenced in the disclosure schedules or agreed to in writing by the Company (which consent cannot be unreasonably withheld, delayed or conditioned), Tiptree will not, and will cause its subsidiaries and their respective general partners not to:

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We have also agreed that, during the period from the signing of the Contribution Agreement until the closing, except as expressly contemplated under the Contribution Agreement or agreed to in writing by Tiptree (which consent cannot be unreasonably withheld, delayed or conditioned), the Company will not, and will cause its subsidiaries not to:

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No Solicitation

Subject to certain exceptions summarized below, we will not and will cause our subsidiaries and our respective investment bankers, attorneys, accountants and other representatives not to, directly or indirectly:

Prior to obtaining stockholder approval, if the Company has received a bona fide written acquisition proposal, the Company may furnish information with respect to the Company and its subsidiaries to the person, entity or organization that made the acquisition proposal pursuant to a customary confidentiality agreement and participate in discussions or negotiations with that person, entity or organization regarding the acquisition proposal if:

An “acquisition proposal” means any inquiry, proposal, offer, plan, arrangement, or other expression or indication of interest by any person or group of persons with respect to any direct or indirect acquisition or purchase in one transaction or a series of transactions (whether through any merger, reorganization, consolidation, tender offer, self-tender, exchange offer, acquisition or issuance of securities, asset acquisition, binding exchange of securities, business combination, recapitalization, liquidation, dissolution, joint venture, or otherwise and other than the transactions contemplated by the Contribution Agreement) of the assets or businesses of the Company and its subsidiaries generating 20% or more of the net revenues or net income, or representing 20% or more of the total assets (based on fair market value) of the Company and its subsidiaries, taken as a whole, immediately prior to the proposed transaction, or 20% or more of any class of equity interests or voting power of the Company, any of its subsidiaries, or any entity of which the Company becomes a subsidiary.

A “superior proposal” means any bona fide written acquisition proposal (except the references to “20%” shall be replaced by “more than 50%”) which the Special Committee determines in good faith, after consultation with its outside legal counsel and financial advisors, to be more favorable from a financial point of view to the holders of common stock than the transactions contemplated by the Contribution Agreement and related transaction agreements, taking into account all terms and conditions (including financing terms) of the proposal, all financial, regulatory, legal, and other aspects of the proposal and the person making the proposal, and the terms and conditions of the Contribution Agreement.

Change of Recommendation

Except as described below, the Board is obligated to recommend that you approve the Contribution Agreement and the transactions contemplated therein. The Board may withdraw or modify its recommendation

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with respect to the Contribution Agreement or the Contribution Transactions and/or approve or recommend, or publicly propose to approve or recommend, any acquisition proposal if, prior to the approval of the Contribution Agreement and the related transactions by our stockholders:

We are required to notify Tiptree within 48 hours of our receipt of any written acquisition proposals, written requests for non-public information relating to the Company or its subsidiaries (other than requests for information not reasonably expected to relate to an acquisition proposal) or written inquiries or requests for discussions or negotiations regarding an acquisition proposal. In each case, must disclose the identity of the person who made the acquisition proposal.

The Contribution Agreement does not prohibit the Company and the Board from taking, and publicly disclosing to you, a position in response to a tender offer as contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer). The Company is also not prohibited from publicly disclosing any information to you if, in the good faith judgment of the Board after consultation with outside counsel, the failure to disclose the information would reasonably be expected to violate its obligations under applicable law.

Stockholders Meeting

The Contribution Agreement requires that we call and hold a special meeting of our stockholders for the purpose of obtaining your approval of the transactions contemplated by the Contribution Agreement. We are required to hold the meeting even if the Board has changed or withdrawn its recommendation that you approve the Contribution Agreement and related transactions. However, we are not required to hold the meeting if the Contribution Agreement is terminated. The Board is also required, subject to the fiduciary duties of its directors under applicable law described in the section of this proxy statement entitled “ — Change of Recommendation,” to recommend that you approve the Company Contribution in accordance with the Contribution Agreement, the amendment and restatement of our charter, the issuance of Common Units and Class B Common Stock and the formation and capitalization of Operating Subsidiary in accordance with the Operating Agreement, and we are required to include the recommendation in this proxy statement.

Tiptree Limited Partner Approval

The Contribution Agreement requires that Tiptree promptly obtain the approval of the Contribution Agreement, related transaction agreements and the transactions contemplated thereby by the limited partners constituting a majority of the outstanding common units and preferred units, on an as converted basis, of Tiptree voting together as a single class.

Company Contribution

At closing, we will transfer all of our operating assets (other than our ownership of Common Units) to Operating Subsidiary. Pursuant to the Contribution Agreement, we must take all actions necessary or appropriate to effect this transfer, including obtaining all required approvals and consents. After the Company Contribution has been completed, Operating Subsidiary or one of Operating Subsidiary’s subsidiaries will assume our obligations under all employment letters, contracts and agreements, offer to employ all of our employees whom we employ on the closing date and assume all responsibility for the operation of our business operated prior to closing.

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Post-Closing Operations of Tiptree

Subject to the terms and conditions of the Contribution Agreement, Tiptree has agreed that, on and after the closing, Tiptree will not engage in any business or other operations other than the holding and distribution of our Class A Common Stock and Class B Common Stock, Common Units and warrants to purchase our Class A Common Stock (other than any related ancillary actions).

Other Covenants

The Contribution Agreement contains additional agreements among the Company, Tiptree and Operating Subsidiary relating to, among other things:

Director and Officer Indemnification and Insurance

The Contribution Agreement provides that we will maintain in full force and effect director and officer liability insurance coverage for the full period during which claims for breach of fiduciary duty may legally be brought with respect to the transactions contemplated by the Contribution Agreement. In addition, we have agreed that all rights to indemnification and exculpation (including the advancement of expenses) existing as of the date of the Contribution Agreement in favor of current or former directors, officers or employees of the Company and its subsidiaries or indemnification agreements will survive the closing.

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Conditions to Closing

Conditions to the Obligations of each Party

Each party’s obligations to complete the transactions contemplated by the Contribution Agreement will be subject to the satisfaction at or prior to closing of the following conditions:

Conditions to the Obligations of the Company

Our obligation to complete the transactions contemplated by the Contribution Agreement will be subject to the satisfaction of conditions, any one or more of which may be waived by Tiptree, including:

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Conditions to the Obligations of Tiptree

Tiptree’s obligation to complete the transactions contemplated by the Contribution Agreement will be subject to the satisfaction of conditions, any one or more of which it may waive, including:

Termination of the Contribution Agreement

The Contribution Agreement may be terminated and the Contribution Transactions may be abandoned at any time prior to the closing in any of the following ways:

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Specific Performance

The parties have agreed that, in the event that the Contribution Agreement is terminated, no party will have any liability or obligation to any other party, except that termination will not relieve any party from any liability or damages resulting from its breach of any covenant or agreement in the Contribution Agreement. Each party is entitled to specific performance of the terms of the Contribution Agreement, including the right to an injunction to prevent breaches of the Contribution Agreement and the right to cause the consummation of the Contribution on the terms and subject to the conditions set forth in the Contribution Agreement.

Transaction Expenses

The Contribution Agreement provides that each party is required to pay its own transaction expenses. However, following the closing, Operating Subsidiary will be responsible for (by direct payment or reimbursement) all costs and expenses incurred by the Company or Tiptree after closing, including any corporate or other taxes.

Survival

The representations, warranties and pre-closing covenants and agreements terminate at closing. The post-closing covenants and agreements will survive the closing in accordance with their terms.

Amendment and Waivers

The Contribution Agreement may be amended or waived only by a written instrument executed by, in the case of an amendment, each of the parties to the Contribution Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. However, after approval of the transactions contemplated by the Contribution Agreement is obtained from either our stockholders or Tiptree’s limited partners, no amendment of the Contribution Agreement may be made that requires by law further approval by our stockholders or Tiptree’s limited partners.

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THE OPERATING AGREEMENT

The following is a summary of the material terms and conditions of the Operating Agreement. This summary may not contain all of the information about the Operating Agreement that is important to you. This summary is qualified in its entirety by reference to the full text of the Operating Agreement attached as Appendix C to, and incorporated by reference into, this proxy statement. You are encouraged to read the Operating Agreement in its entirety.

In connection with the consummation of the Contribution Transactions, the Company, Tiptree and Operating Subsidiary will enter into the Operating Agreement. The Operating Agreement provides that, among other things, the initial members of Operating Subsidiary will be the Company and Tiptree and that the Company will be the initial managing member of Operating Subsidiary.

The Operating Agreement requires (subject to certain exceptions) that, if we issue a share of Class A Common Stock or any other equity interest (other than Class B Common Stock), the net proceeds we receive must be invested in Operating Subsidiary and Operating Subsidiary must simultaneously issue to us one Common Unit (or other economically equivalent unit). Conversely, if any shares of Class A Common Stock or any other equity interest (other than Class B Common Stock) are redeemed, repurchased or otherwise acquired, Operating Subsidiary must simultaneously redeem, repurchase or otherwise acquire from us an equal number of Common Units (or other economically equivalent units) upon the same terms and for the same price. Except in limited circumstances, Operating Subsidiary is prohibited from issuing additional Common Units to us unless we simultaneously issue or sell an equal number of shares of Class A Common Stock to another person.

The Operating Agreement also provides that, beginning one year after the date of the Operating Agreement, holders of Common Units will have the right to cause Operating Subsidiary to redeem their Common Units for an equal number of shares of Class A Common Stock, subject to certain adjustments. However, the Company, at its sole option and discretion, has the right to deliver to the redeeming holder a cash amount (or a combination of cash and shares) based on the market value of the Class A Common Stock on the date of redemption. Upon redemption of each Common Unit by Tiptree, one share of Class B Common Stock held by Tiptree will be transferred to the Company for cancellation for no consideration. Under the Operating Agreement, the Company and Operating Subsidiary may refuse to permit any redemption if the redemption would pose a material risk that Operating Subsidiary would be treated as a “publicly traded partnership” under Section 7704(b) of the Code or if the redemption would be prohibited by law, our written insider trading policies, or under any other agreements to which we and Tiptree are party. If any merger, consolidation or other business combination of the Company or Operating Subsidiary occurs, Tiptree may be required by the Company or Operating Subsidiary to redeem all of its Common Units and shares of Class B Common Stock. Additionally, if there is any reclassification or recapitalization of our common stock, a merger, consolidation or other business combination involving us, or any sale, lease or other disposal of all or substantially all of our properties and assets, then Tiptree may redeem each Common Unit for the same amount and same type of consideration that each share of Class A Common Stock is redeemed for or converted into as a result of the foregoing.

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THE REGISTRATION RIGHTS AGREEMENT

The following is a summary of the material terms and conditions of the Registration Rights Agreement. This summary may not contain all of the information about the Registration Rights Agreement that is important to you. This summary is qualified in its entirety by reference to the full text of the Registration Rights Agreement attached as Appendix D to, and incorporated by reference into, this proxy statement. You are encouraged to read the Registration Rights Agreement in its entirety.

Concurrently with the consummation of the Contribution Transactions, we will enter into a Registration Rights Agreement with Tiptree. Pursuant to the Registration Rights Agreement, we will grant registration rights with regard to the shares of Class A Common Stock issued or issuable to Tiptree and its direct and indirect transferees (including upon exercise of the warrants described above) in connection with the redemption of Common Units of Operating Subsidiary. Pursuant to the Registration Rights Agreement, on or prior to the first anniversary of the closing of the Contribution Transactions, the Company is required to prepare and file a “shelf” registration statement with respect to the resale of such shares of Class A Common Stock. In addition, we must use our commercially reasonable efforts to cause the shelf registration statement to be declared effective on or as soon as practicable after filing, keep the shelf registration statement continuously effective until the expiration or termination of the Registration Rights Agreement, cause the shelf registration statement and any related prospectus, amendment or supplement to comply in all material respects with the requirements of the Securities Act and rules and regulations of the SEC and ensure that such documents do not contain any untrue statement of a material fact required to be stated or necessary to make the statements therein not misleading.

The Company will pay all costs and expenses incurred in connection with the shelf registration statement, including but not limited to fees and expenses relating to registration and filing, compliance with securities or “blue sky” laws, and the preparation and distribution of the shelf registration statement and any related prospectus or other documents, except that in no event are we required to bear expenses incurred by Tiptree and its permitted transferees. The Registration Rights Agreement also provides each party with indemnification and contribution rights in connection with any losses arising out of or based upon any alleged untrue statement of a material fact contained in, or alleged omission to state a material fact required to be stated in, the shelf registration statement or any prospectus, amendment or supplement thereto.

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

This section summarizes certain material U.S. federal income tax consequences that will result from the Company Contribution and that will result if we fail to maintain our qualification as a REIT. This discussion is not exhaustive of all possible tax considerations of the Contribution Transactions and specifically does not provide a detailed discussion of any federal tax considerations other than those specifically described below or any state, local or foreign tax considerations.

We expect that the Company Contribution will qualify as a nonrecognition transaction under Section 721 of the Internal Revenue Code. We urge you to consult your own tax advisor regarding the specific tax consequences of the Company Contribution to you and your investment in the Company’s common stock.

As a result of the Contribution Transactions, we expect that we will not qualify to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year that commenced on January 1, 2013. If we do not maintain our qualification as a REIT, we will be subject to federal income tax on our taxable income at federal corporate income tax rates, as well as any applicable federal alternative minimum tax. In calculating our taxable income for any year in which we do not maintain our qualification as a REIT, we will not be able to deduct amounts distributed to our stockholders, and we will not be required to distribute any amounts to our stockholders for such year. In such event, to the extent of our current and accumulated earnings and profits, any distributions by us to our stockholders generally will be taxable to our stockholders as ordinary income. Subject to certain limitations of the federal income tax laws, our corporate stockholders may be eligible for the dividends received deduction, and our stockholders taxed at individual rates may be eligible for a reduced federal income tax rate applicable to qualified dividends. In addition, if we do not maintain our qualification as a REIT, we generally will be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to maintain our qualification as a REIT.

We urge you to consult your own tax advisor regarding the specific tax consequences to you of the Contribution Transactions and a failure by us to maintain our qualification to be taxed as a REIT. Specifically, you should consult your own tax advisor regarding the federal, state, local, foreign and other tax consequences of the Contribution Transactions and regarding potential changes in applicable tax laws.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2012 and 2011 giving effect to the transaction as if it had occurred on the balance sheet date, and Statements of Operations for the years ended December 31, 2012, 2011 and 2010 include the historical consolidated statements of operations of the combined Care and Tiptree, giving effect to the transaction as if it had occurred at the beginning of the period. This information is only a summary, and you should read it in conjunction with the Care’s historical consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Care’s annual reports, quarterly reports and other information on file with the SEC and Tiptree’s historical consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere in this Proxy Statement. Care is majority owned by Tiptree. As a result, the combination of Tiptree and Care pursuant to the Contribution Agreement is considered a business combination of companies under common control and will be accounted for in a manner similar to a pooling-of-interests.

We have prepared the unaudited pro forma condensed combined financial statements based on available information, using assumptions that we believe are reasonable. These unaudited pro forma condensed combined financial statements are being provided for informational purposes only. They do not purport to represent our actual financial position or results of operations had the Contribution Transactions occurred on the dates specified, nor do they project our results of operations or financial position for any future period or date.

The Unaudited Pro Forma Condensed Combined Statements of Operations do not reflect any adjustments for non-recurring items or anticipated synergies resulting from the acquisition. Pro forma adjustments are based on certain assumptions and other information that are subject to change as additional information becomes available. Accordingly, the adjustments included in our financial statements published after the completion of the acquisition may vary from the adjustments included in these unaudited pro forma condensed combined financial statements included in this proxy statement.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2012