Attached files

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EX-10.6 - FORM OF LIMITED LIABILITY COMPANY AGREEMENT - Imperial Capital Group, Inc.dex106.htm
EX-10.7 - FORM OF IMPERIAL CAPITAL GROUP, INC 2010 EQUITY PLAN - Imperial Capital Group, Inc.dex107.htm
EX-23.1 - CONSENT OF BDO SIEDMAN, LLP - Imperial Capital Group, Inc.dex231.htm
EX-10.1 - FORM OF CONTRIBUTION AGREEMENT - Imperial Capital Group, Inc.dex101.htm
EX-10.9 - FORM OF EMPLOYMENT AGREEMENT RANDALL E. WOOSTER - Imperial Capital Group, Inc.dex109.htm
EX-10.3 - FORM OF TAX RECEIVABLE AGREEMENT - Imperial Capital Group, Inc.dex103.htm
EX-10.2 - FORM OF EXCHANGE AGREEMENT - Imperial Capital Group, Inc.dex102.htm
EX-10.8 - FORM OF EMPLOYMENT AGREEMENT JASON W. REESE - Imperial Capital Group, Inc.dex108.htm
EX-10.5 - FORM OF LIMITED PARTNERSHIP AGREEMENT - Imperial Capital Group, Inc.dex105.htm
EX-10.11 - CREDIT AGREEMENT - Imperial Capital Group, Inc.dex1011.htm
Table of Contents

As filed with the Securities and Exchange Commission on December 8, 2009

Registration No. 333-162614

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

IMPERIAL CAPITAL GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

DELAWARE   6211   27-0983695
(State or Other Jurisdiction
of Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer Identification No.)

 

 

2000 Avenue of the Stars

9th Floor, South Tower

Los Angeles, CA 90067

(310) 246-3700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jason W. Reese

Chairman and Chief Executive Officer

2000 Avenue of the Stars

9th Floor, South Tower

Los Angeles, CA 90067

(310) 246-3700

(Name, address including zip code, and telephone number, including area code, of agent for service)

Copies to:

 

Charles I. Weissman, Esq.

Adam M. Fox, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036-6797

(212) 698-3500

 

Gregg A. Noel, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, CA 90071-3144

(213) 687-5000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE

 

 

 

Title of Each Class of Securities to be Registered    Proposed Maximum
Aggregate Offering
Price(1)(2)
   Amount of
Registration Fee(1)

Class A Common Stock, $0.01 par value per share

   $172,500,000(3)    $ 9,626(4)

 

(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee.
(2) Includes offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any.
(3) An additional indeterminate amount of securities are being registered hereby to be offered solely for market making purposes by an affiliate of the registrant. Pursuant to Rule 457(q) under the Securities Act, no additional filing fee is required.
(4) Of the total registration fee, $8,370 was paid at the time of the initial filing of the registration statement and $1,256 is being paid herewith.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

 

 

 


Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

Subject to Completion

Preliminary Prospectus dated December 8, 2009

P R O S P E C T U S

                     Shares

 

LOGO

Class A Common Stock

 

 

This is Imperial Capital Group, Inc.’s initial public offering. We are selling                  shares of our Class A common stock.

We expect the public offering price to be between $             and $             per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the New York Stock Exchange under the symbol “ICG.”

Investing in the Class A common stock involves risks that are described in the ‘‘Risk Factors’’ section beginning on page 13 of this prospectus.

 

 

 

     Per Share    Total

Public offering price

   $      $  

Underwriting discount

   $      $  

Proceeds, before expenses, to us

   $      $  

The underwriters may also purchase up to an additional              shares from us, at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover overallotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about                     , 20        .

 

 

 

BofA Merrill Lynch   JMP Securities   Imperial Capital

 

 

The date of this prospectus is                 , 20        .


Table of Contents

TABLE OF CONTENTS

 

PROSPECTUS SUMMARY

   1

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

   9

RISK FACTORS

   13

FORWARD-LOOKING STATEMENTS

   29

THE REORGANIZATION TRANSACTIONS AND OUR ORGANIZATIONAL STRUCTURE

   30

USE OF PROCEEDS

   37

DIVIDEND POLICY

   38

DILUTION

   39

CAPITALIZATION

   40

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

   41

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

   45

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   47

BUSINESS

   71

MANAGEMENT

   88

EXECUTIVE COMPENSATION

   92

PRINCIPAL STOCKHOLDERS

   102

RELATED PARTY TRANSACTIONS

   104

DESCRIPTION OF CAPITAL STOCK

   111

SHARES ELIGIBLE FOR FUTURE SALE

   117

MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS

   120

UNDERWRITING (CONFLICTS OF INTEREST)

   123

LEGAL MATTERS

   129

EXPERTS

   129

WHERE YOU CAN FIND MORE INFORMATION

   129

INDEX TO FINANCIAL STATEMENTS

   F-1

You should rely only on the information contained in this document. We have not, and the underwriters have not, authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. You should assume that the information in this document is accurate only as of the date on the front cover of this prospectus.

 

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ABOUT THIS PROSPECTUS

This is the initial public offering of Class A common stock of Imperial Capital Group, Inc. Unless the context otherwise requires:

 

   

“Reorganization” refers to the reorganization transactions to be completed prior to the consummation of this offering as described in this summary under the heading “Reorganization and Organizational Structure” and elsewhere in this prospectus in the section entitled “The Reorganization Transactions and Our Organizational Structure.”

 

   

“We,” “us,” “our” and similar terms, as well as references to “Imperial Capital” and the “Company,” refer to Imperial Capital Group, Inc., a newly formed Delaware corporation, and our consolidated subsidiaries (including Imperial Capital Group, L.P.) after giving effect to the Reorganization.

 

   

“ICG LP” refers to, for periods until the completion of the Reorganization, Imperial Capital Group, LLC, a Delaware limited liability company that is the owner of our business and, for periods following the Reorganization, Imperial Capital Group, L.P., a Delaware limited partnership that will be the owner of our business and in which Imperial Capital will acquire a controlling interest upon completion of this offering.

 

   

“Historic partners” refer to, for periods until the completion of the Reorganization, members of Imperial Capital Group, LLC and, for periods following the Reorganization, members of ICGI Holdings, LLC, a Delaware limited liability company that will hold the interests of the historic partners in ICG LP.

Unless we state otherwise, all information in this prospectus:

 

   

gives effect to the Reorganization;

 

   

assumes that our Class A common stock will be sold at $             per share, which is the mid-point of the range set forth on the cover of this prospectus;

 

   

assumes that we have made no purchases of ICG LP partnership units, except as specifically set forth under the section entitled “Use of Proceeds;”

 

   

assumes no exercise of the underwriters’ overallotment option; and

 

   

excludes up to              restricted shares of our Class A common stock that are issuable pursuant to equity incentive grants that we intend to make upon completion of this offering.

 

 

Some of the statements in this summary are forward-looking statements. For more information, see the section entitled “Forward-Looking Statements.”

 

 

Industry and market data used throughout this prospectus were obtained through our research, surveys and studies conducted by third parties and industry and general publications.

 

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our Class A common stock. You should read this prospectus carefully, including the section entitled “Risk Factors” and the consolidated financial statements and related notes included elsewhere in this prospectus, before you decide to invest in our Class A common stock.

Imperial Capital

We are an independent, full-service investment bank offering a uniquely integrated platform of diverse products and services. We offer sophisticated sales and trading services to institutional investors and a wide range of investment banking advisory, capital markets and restructuring services to middle market corporate clients. We also provide proprietary research across a company’s capital structure, including bank debt, debt securities, hybrid securities, preferred and common equity and special situations claims. The integration of our complementary business activities allows us to provide superior service and solutions for our clients and presents opportunities to leverage client relationships to increase transaction volumes and revenues across our platform. We believe this diversified and integrated business model has reduced the volatility of our results over various market and economic cycles and has positioned us well for future growth.

We have diversified our revenues by service, product and industry, which has allowed us to be consistently profitable each year since 1999 through a variety of economic and capital market environments, including the recent recession. We earn commissions on our institutional sales and trading activities for executing trades for institutional investors across a range of asset classes. In our investment banking group, we earn fees for providing capital raising and financial advisory services as well as recurring retainers and success-based fees in our restructuring practice. Our annual revenues increased at a compound annual growth rate of 12.0% from $64.0 million for the year ended December 31, 2005 to $89.3 million for the year ended December 31, 2008. For the nine months ended September 30, 2009, our revenues increased 34.2% over the same period in 2008, from $63.9 million for the nine months ended September 30, 2008 to $85.7 million for the nine months ended September 30, 2009.

We believe that our ability to provide a full range of complementary middle market advisory and capital markets services across a company’s capital structure differentiates us from many of our peers. Our institutional sales and trading capabilities confer a competitive advantage to our investment banking and restructuring group by providing timely market intelligence and giving our investment banking and restructuring group the ability to execute a wide range of transactions. Likewise, investment banking and restructuring engagements often generate trading opportunities and follow-on placement assignments for our institutional sales and trading group. This synergy between our investment banking and restructuring group and our institutional sales and trading group is enhanced by the holistic view we take of a company’s capital structure. As opposed to the traditional fixed income or equity research model, we prepare proprietary investment analyses focusing on relative values across a company’s capital structure. Our sales professionals provide coverage across the capital structure to our institutional clients and use our proprietary research and analyses to identify market trading opportunities for our institutional clients. Our approach contrasts with the traditional structure of our competitors’ sales operations, which organizes sales teams by specific categories or asset classes of securities within the capital structure.

 

 

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Principal Activities

We conduct our three principal activities through Imperial Capital, LLC, a registered broker-dealer.

 

   

Institutional Sales and Trading. We provide institutional investors with sales and trading services for bank debt, debt securities, hybrid securities, preferred and common equity and special situation claims. In addition to trading multiple classes of liquid assets, we also have significant experience with thinly traded, illiquid and bankruptcy and post-bankruptcy securities. We have achieved significant growth in institutional sales and trading focusing on matched client trades, while avoiding risks associated with substantial proprietary trading. As of October 1, 2009, our institutional sales and trading group employed 29 sales professionals covering more than 1,200 institutions. Our sales professionals provide coverage across the capital structure for their accounts and work closely with 12 specialized, product-focused traders who add security-specific knowledge and execute transactions for institutional clients.

 

   

Investment Banking and Restructuring. We provide debt and equity financing, merger and acquisition, restructuring and other strategic advisory services for our corporate, private equity and institutional investor clients by advising on and implementing creative, value enhancing solutions and transactions. As of October 1, 2009, we employed 50 investment banking and restructuring professionals who have extensive experience advising middle market companies across a broad range of industries. Combining traditional merger and acquisition and capital markets services with our counter-cyclical restructuring practice has contributed to our growth and profitability throughout various market and economic cycles.

 

   

Institutional Research. We publish company-specific reports, macro-economic industry reports and real-time desk analysis. Our company-specific reports provide insights into investment opportunities throughout an issuer’s capital structure, including its bank debt, debt securities, hybrid securities, preferred and common equity and special situation claims. In contrast, research of many of our competitors generally only focuses on one piece of a company’s capital structure. We provide industry reports which highlight macro trends and key events in our target industries, including general economic and legislative developments affecting the industry and recent capital markets and merger and acquisition activity. Our desk analysis is focused on event-driven and often real-time identification of capital structure trading opportunities. We believe that our approach to research is unique among our competitors and that our ability to provide timely analysis of an issuer’s capital structure produces valuable investment recommendations for our institutional clients. As of October 1, 2009, we employed 14 research analysts. We currently focus on 14 industry sectors, with both research coverage and banking expertise in Aerospace, Defense and Government Services, Airlines and Transportation, Clean Energy, Consumer, Gaming and Leisure, General Industrials, Homebuilding and Real Estate, Media and Telecommunications, Security and Homeland Security and Traditional Energy and expanding coverage in Business Services, Financial Services, Healthcare and Technology.

We also manage two investment vehicles through Imperial Capital Asset Management, LLC, or ICAM, our registered investment advisor, which as of September 30, 2009 had approximately $162.0 million in committed capital.

 

 

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Market Opportunity

Following the market downturn and ensuing liquidity and credit crisis in 2008, the investment banking industry has undergone rapid and radical change. We intend to exploit the following growth opportunities presented by the recent changes in the investment banking industry:

 

   

Penetration and expansion of client base. Disruptions in long-held client relationships at large firms have provided us with the opportunity to grow our market share across the spectrum of investment banking services by increasing the depth of our relationships with our clients as we seek to fill the void left by the exit and consolidation of other financial services firms.

 

   

Hiring of experienced professionals. As a result of the dislocations in the investment banking industry, many highly experienced professionals have resigned, were terminated or feel discouraged about changes in corporate culture and compensation potential. We continue to source quality talent that is attracted to our established, yet growing and profitable, firm.

 

   

Long-term demand for middle market investment banking services. Although the recession and credit crisis have depressed the volume of financing and mergers and acquisitions transactions, we believe the long-term demand for the intermediary and advisory functions of investment banks remains significant. Our investment banking activities focus on companies with an enterprise value typically between $100 million to $2 billion. We believe this market segment has traditionally been underserved, relative to the services available to firms with market capitalizations in excess of $2 billion, and the recent consolidation in the financial industry has left companies with even fewer choices for corporate finance services.

 

   

Restructuring opportunities. Credit default rates are rapidly accelerating, with default rates nearing levels not seen since the 1990 and 2002 recessions. We expect that rising default rates and the volume and amount of maturing bank loans and bonds over the next five years will drive the need for advisory services and capital markets solutions to restructure impaired companies’ financial profiles. We are one of a few investment banks with the expertise necessary to couple a corporate restructuring advisory practice with a full complement of capital markets solutions.

 

   

Bank debt trading opportunities. The current recession has also provided an opportunity to increase the volume of our bank debt trading. The capital we raise in this offering will enable us to increase our bank debt trading activities by allowing us to engage in more frequent matched client principal transactions and to take advantage of select proprietary opportunities. In addition, we expect our increased transparency as a result of becoming a public company will give large institutional clients greater confidence in our ability to act as a counterparty.

Competitive Strengths

We believe that the following competitive strengths distinguish us from our peers:

 

   

Full range of sales and trading, research and investment banking services. Although we are well-regarded for our debt capabilities, we provide institutional investors with access to proprietary research, investment banking advisory services and trading capabilities across the capital structure. We believe our breadth of services and our ability to deliver bulge-bracket capital markets capabilities to a middle market client base provides us with a distinct competitive advantage.

 

 

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Diversified and balanced platform. Our accumulated expertise across a broad spectrum of complementary products and 14 industry sectors allows us to create and market proprietary solutions and timely investment opportunities to our clients. We earn significant revenues from our institutional sales and trading and investment banking and restructuring activities and maintain a diverse and flexible sales and support team, which has led to revenue growth and consistent profitability throughout multiple market cycles.

 

   

Integrated business model. Our sales professionals provide coverage across the capital structure for their accounts. Our institutional clients benefit from a single point of contact who can deliver the full range of products and services on our platform, allowing us to maximize existing client relationships.

 

   

Robust proprietary technology. We have developed two proprietary software systems that together manage and distribute detailed client and transactional information to our sales and trading professionals and risk managers on a “real-time” basis and allow us to respond quickly to trading opportunities by identifying clients that have expressed interest, traded or held a particular investment product in the past.

 

   

Independence. As an independent firm principally owned by our employees, we are free from many of the conflicts of interests that can arise as a result of competing business objectives at larger, diversified financial institutions.

 

   

Strong corporate culture. We are led by a highly skilled and experienced team of industry professionals. We have established a culture in which collaboration among departments is strongly encouraged, allowing us to leverage the experience of our senior professionals and more easily identify and react to changes in the markets in which we operate.

Growth Strategy

Our growth strategy focuses on continuing to build our core activities of institutional sales and trading, investment banking and restructuring, and institutional research and attracting experienced revenue-producing professionals to our platform. We may also make investments in products or services that are complementary to our core business and may selectively pursue strategic acquisitions. We seek to achieve this strategy principally by:

 

   

expanding our relationships with existing clients;

 

   

recruiting highly qualified and complementary senior professionals with established industry pedigree and client relationships;

 

   

leveraging our platform by expanding our product offering, with emphasis on expanding our bank debt trading and underwriting of securities;

 

   

expanding into additional industry verticals we have identified as attractive;

 

   

expanding geographically;

 

   

acquiring additional groups or firms; and

 

   

expanding our investment management activities.

 

 

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Company Information

Imperial Capital Group, Inc. was incorporated on September 23, 2009 as a Delaware corporation. Imperial Capital Group, LLC, was founded in 1997. Our executive offices are located at 2000 Avenue of the Stars, 9th Floor, South Tower, Los Angeles, CA 90067 and our telephone number at that location is (310) 246-3700. We also have offices in New York, New York, San Francisco, California, Boston, Massachusetts and Houston, Texas. As of October 1, 2009, we had 162 total employees. Our corporate website address is www.imperialcapital.com. The information contained on this website is not part of this prospectus.

Reorganization and Organizational Structure

Our business has historically been conducted through Imperial Capital Group, LLC. Immediately prior to the consummation of this offering, Imperial Capital Group, LLC and its members will consummate a series of reorganization transactions, which we collectively refer to in this prospectus as the “Reorganization.” The Reorganization will allow us to have Imperial Capital Group, Inc., a Delaware corporation, succeed to the business of Imperial Capital Group, LLC and its consolidated subsidiaries and to establish a mechanism to allow the historic members of Imperial Capital Group, LLC to monetize their investment over time through exchanges of their investment for shares of our Class A common stock. In connection with the Reorganization, the current members of Imperial Capital Group, LLC will transfer and convey 99% of their interests in Imperial Capital Group, LLC to a new holding company, ICGI Holdings, LLC, in exchange for interests in that holding company. The Reorganization will consist of the following transactions:

 

   

All membership interests in Imperial Capital Group, LLC, which were issued in multiple classes, will be converted into a single class, with an aggregate of                      membership interests in Imperial Capital Group, LLC then being outstanding;

 

   

The interest of Imperial Capital Group Holdings, LLC in the management agreement, pursuant to which the services of Jason Reese, our chairman and chief executive officer, and Randall Wooster, our president, are provided to ICG LP and its subsidiaries, will be assigned to ICG LP and ICG LP will terminate the management agreement, and, as consideration for such assignment,                      membership interests in Imperial Capital Group, LLC will be issued to Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates. As indicated below, Imperial Capital Group, LLC will subsequently be converted to ICG LP;

 

   

The                      outstanding membership interests will be split into an aggregate of                      membership interests in Imperial Capital Group, LLC through a                     :1 share split;

 

   

The historic members will transfer and convey                      membership interests into a new holding company, ICGI Holdings, LLC, in exchange for interests in that holding company, and Imperial Capital Group Holdings, LLC will retain the remaining                      membership interests;

 

   

ICGI Holdings, LLC will convert Imperial Capital Group, LLC into a new limited partnership, ICG LP, and each of the                      membership interests in Imperial Capital Group, LLC will be converted into a limited partnership unit of ICG LP.

Immediately following the Reorganization, we will use certain net proceeds of this offering to acquire from ICGI Holdings, LLC          partnership units of ICG LP and will become the sole general partner of ICG LP. On the next business day following the consummation of this offering, we will use the remaining net proceeds to acquire from ICG LP          partnership units of ICG LP and the remaining 1% of the partnership units held by Imperial Capital Group Holdings, LLC will be contributed to ICGI Holdings, LLC. The remaining          partnership units of ICG LP will continue to be owned by the historic partners of ICG LP through their interests in ICGI Holdings, LLC. All ICG LP partnership units will be identical and have the same rights.

 

 

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The following diagram illustrates our anticipated ownership structure immediately following the completion of the Reorganization, the consummation of this offering and our acquisition of partnership units of ICG LP using the net proceeds of this offering. The diagram omits the operating subsidiaries of ICG LP. For more information, please see the section entitled “The Reorganization Transactions and Our Organizational Structure” located elsewhere in this prospectus.

LOGO

 

 

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The Offering

 

Class A common stock offered

             shares of Class A common stock

 

Common stock outstanding after this offering

             shares of Class A common stock
100 shares of Class B common stock

 

Voting

Each share of our Class A common stock will entitle its holder to one vote per share.

Immediately after this offering, our Class B common stock will have approximately         % of the voting power of our company, which percentage will decrease proportionately with the percentage of ICGI Holdings, LLC’s ownership of ICG LP. See “The Reorganization Transactions and Our Organizational Structure—Voting.”

Jason Reese, our chairman and chief executive officer, and Randall Wooster, our president, through their beneficial ownership of a majority of the outstanding shares of our Class B common stock, will together be able to exercise control over all matters requiring the approval of our stockholders, including the election of our directors, and the approval of significant corporate transactions. See “The Reorganization Transactions and Our Organizational Structure—Voting.”

 

Use of proceeds

We estimate that we will receive net proceeds from the sale of shares of our Class A common stock in this offering of $         million, after deducting the underwriting fee and commissions payable by us, assuming the shares are offered at $         per share, which is the midpoint of the range set forth on the cover page of this prospectus. We intend to use a portion of the net proceeds to purchase          partnership units in ICG LP from ICGI Holdings, LLC at a purchase price per unit equal to the per share offering price in this offering, less the underwriting fee per share. The remaining portion of the net proceeds will be contributed to ICG LP in exchange for additional partnership units and will then be used to repay the outstanding balance under our revolving credit facility and for general corporate purposes. See “Use of Proceeds.”

 

Exchange of membership interests

In connection with the Reorganization, the historic partners of ICG LP will receive common units of ICGI Holdings, LLC. These common units will become exchangeable for shares of our Class A common stock at various times beginning on the fourteen-month anniversary of this offering at the option of the beneficial holder. See “The Reorganization Transactions and Our Organizational Structure—Exchange Agreement.”

 

Proposed New York Stock Exchange symbol

“ICG”

 

 

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Dividends

As a holding company for our equity interest in ICG LP, we will be dependent upon the ability of ICG LP to generate earnings and cash flows and distribute them to us so that we may pay any dividends to our stockholders. Any future determination relating to our dividend policy will be made at the discretion of our board of directors. See “Dividend Policy.”

 

Conflicts of Interest

Imperial Capital, LLC, our indirect wholly owned subsidiary, is acting as a joint bookrunner for this offering. Because of this relationship, this offering will be conducted in accordance with NASD Rule 2720(a)(2). This rule requires, among other things, that a qualified independent underwriter has participated in the preparation of, and has exercised the usual standards of “due diligence” in respect to, the registration statement and this prospectus. Merrill Lynch, Pierce, Fenner & Smith Incorporated has agreed to act as qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act of 1933, specifically including those inherent in Section 11 of the Securities Act.

 

Risk Factors

Investment in our Class A common stock involves substantial risks. You should read this prospectus carefully, including the section entitled “Risk Factors” and the financial statements and the related notes to those statements included in this prospectus before investing in our Class A common stock.

 

 

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SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

The following table sets forth summary historical consolidated financial and other data of Imperial Capital Group, LLC for all periods presented. The table also presents certain pro forma consolidated financial data of Imperial Capital Group, Inc.

The summary historical consolidated financial data as of and for the years ended December 31, 2004, 2005, 2006, 2007 and 2008 and for the nine months ended September 30, 2009 have been derived from Imperial Capital Group, LLC’s audited consolidated financial statements. The audited consolidated statements of financial condition as of December 31, 2007 and 2008 and September 30, 2009 and the audited consolidated statements of operations for the years ended December 31, 2006, 2007 and 2008 and the nine months ended September 30, 2009 are included elsewhere in this prospectus. The historical audited consolidated statements of financial condition as of December 31, 2004, 2005 and 2006 and the historical audited consolidated statements of operations for the years ended December 31, 2004 and 2005 are not included in this prospectus. The summary historical consolidated financial data as of and for the nine month periods ended September 30, 2008 and 2009 have been derived from the unaudited and audited, respectively, consolidated financial statements included elsewhere in this prospectus. The summary historical consolidated financial condition and results of operations are not necessarily indicative of the financial condition or results of operations as of any future date or for any future period.

As discussed in note 17 to our consolidated financial statements included elsewhere in this prospectus, the summary historical consolidated financial data have been restated for the adoption of Financial Accounting Standards Board (“FASB”) guidance regarding Classification and Measurement of Redeemable Securities. The summary consolidated historical statements of financial condition reflect the redeemable members’ capital as temporary equity, which is required under certain accounting guidance for public company reporting. Such guidance did not apply historically to Imperial Capital Group, LLC as a private company.

The summary consolidated historical financial statements do not reflect what our results of operations and financial condition would have been had we been a stand-alone, public company for the periods presented. Specifically, the summary historical consolidated results of operations do not give effect to:

 

   

The Reorganization, which is described in more detail elsewhere in this prospectus in the sections entitled “The Reorganization Transactions and our Organizational Structure” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

   

U.S. corporate federal income taxes. For all periods presented Imperial Capital Group, LLC operated principally through subsidiaries in the United States as a limited liability company that was treated as a partnership for U.S. federal income tax purposes. As a result, Imperial Capital Group, LLC has not been subject to U.S. federal income taxes on its income. Taxes related to income earned by partnerships represent obligations of the individual partners.

 

   

Net income attributable to noncontrolling interest reflecting ownership of approximately         % of the Imperial Capital Group, L.P. partnership units by those other than us immediately after this offering.

The summary unaudited pro forma consolidated financial data set forth below for the year ended and as of December 31, 2008 and for the nine months ended and as of September 30, 2009 are derived from Imperial Capital Group, LLC’s audited historical consolidated financial statements and its audited consolidated financial statements for the nine months ended September 30, 2009, respectively.

 

 

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The unaudited pro forma consolidated statement of operations for the year ended December 31, 2008 and for the nine months ended September 30, 2009 and the statements of financial condition as of December 31, 2008 and as of September 30, 2009 present the consolidated results of operations of Imperial Capital Group, Inc. giving effect to the transactions described under “The Reorganization Transactions and Our Organizational Structure” having been completed as of January 1, 2008 with respect to the unaudited pro forma consolidated statement of operations. Upon completion of the Reorganization, the consummation of this offering and our acquisition of partnership units of ICG LP using the net proceeds of this offering, we will become the sole general partner of Imperial Capital Group, L.P. and, as such, will continue to operate and control all of the business and affairs of Imperial Capital Group, L.P. and its subsidiaries and will be able to consolidate Imperial Capital Group, L.P.’s financial results into our financial statements. We will reflect ICGI Holdings, LLC’s ownership interests of Imperial Capital Group, L.P. as net income attributable to noncontrolling interest in our statement of financial condition and statement of operations. Our historical results are those of Imperial Capital Group, LLC. Giving effect to the Reorganization and this offering, our net income, after excluding the ICGI Holdings, LLC net income attributable to noncontrolling interest, will represent approximately             % of Imperial Capital Group, L.P.’s net income, and similarly, outstanding shares of our Class A common stock will represent approximately             % of the outstanding partnership units of Imperial Capital Group, L.P.

The Imperial Capital Group, Inc. pro forma adjustments principally give effect to the Reorganization described under “The Reorganization Transactions and Our Organizational Structure” as well as the following items:

 

   

total compensation and benefits expenses at 55% of our total revenues, which gives effect to our policy following this offering to set our total compensation and benefits expenses at a target level of approximately 55% of our total revenues each year as a result of the termination of the management agreement with Imperial Capital Group Holdings, LLC and the execution of employment agreements with Messrs. Reese and Wooster in connection with this offering;

 

   

net income attributable to noncontrolling interest reflecting ownership of approximately     % of the Imperial Capital Group, L.P. partnership units by those other than us immediately after this offering; and

 

   

a provision for corporate income taxes at an effective tax rate of 42%.

 

   

this offering and our use of a portion of the net proceeds to purchase ICG LP partnership units and to repay the outstanding balance under our revolving credit facility as described in “Use of Proceeds.”

The unaudited pro forma consolidated financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable, but are subject to change. We have made, in our opinion, all adjustments that are necessary to present fairly the pro forma financial data. The unaudited consolidated pro forma financial data are presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the Reorganization and this offering been consummated on the dates indicated and do not purport to be indicative of balance sheet data or results of operations as of any future date or for any future period.

 

 

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You should read the following summary historical and pro forma consolidated financial and other data in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Historical Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Data” and Imperial Capital Group, LLC’s historical consolidated financial statements and related notes included elsewhere in this prospectus. See also the section entitled “The Reorganization Transactions and our Organizational Structure” included elsewhere in this prospectus.

 

    Year ended December 31,     Nine months
ended
September 30,
  Pro forma
        Year ended
December 31,
    Nine months
ended
September 30,
    2004   2005   2006   2007     2008     2008     2009   2008     2009
    (in thousands, except per share data)

Consolidated Statements of Operations:

                 

Revenues:

                 

Commissions

  $ 49,986   $ 45,864   $ 52,215   $ 50,875      $ 56,190      $ 35,560      $ 51,407   $ 56,190      $ 51,407

Investment banking

    13,887     13,749     21,855     33,836        33,035        27,072        31,215     33,035        31,215

Principal transactions

    2,885     3,658     3,824     (122     (1,818     (276     2,301     (1,818     2,301

Interest, dividends and other

    598     712     1,285     2,624        1,857        1,515        791     1,857        791
                                                             

Total revenues

    67,356     63,983     79,179     87,213        89,264        63,871        85,714     89,264        85,714

Expenses:

                 

Compensation and benefits(1)

    43,746     40,576     52,519     59,488        61,830        44,504        58,065     49,095        47,143

Non compensation expenses:

                 

Clearing and transaction costs

    2,053     1,856     1,789     1,766        1,823        1,314        1,421     1,823        1,421

Technology and market data costs

    1,964     2,088     1,843     1,831        2,178        1,597        2,047     2,178        2,047

Facility costs

    1,052     1,140     1,194     3,626        2,469        1,864        1,807     2,469        1,807

Business development

    1,092     1,130     1,339     1,830        2,366        1,565        2,193     2,366        2,193

Depreciation and amortization

    737     739     732     2,042        3,480        2,509        2,369     3,480        2,369

Professional fees

    872     1,630     1,711     1,298        3,349        2,024        1,096     3,349        1,096

Other

    3,270     3,089     5,770     4,159        2,617        1,820        2,771     2,617        2,771
                                                             

Non compensation expenses

    11,040     11,672     14,378     16,552        18,282        12,693        13,704     18,282        13,704
                                                             

Total expenses

    54,786     52,248     66,897     76,040        80,112        57,197        71,769     67,377        60,847
                                                             

Income before income taxes

    12,570     11,735     12,282     11,173        9,152        6,674        13,945     21,887        24,867

Provision for taxes(2)

    —       —       —       —          —          —          —      
                                                             

Net income

  $ 12,570   $ 11,735   $ 12,282   $ 11,173      $ 9,152      $ 6,674      $ 13,945   $        $  

Net income attributable to noncontrolling interest(3)

                 

Net income attributable to Imperial Capital Group, Inc.

                 

Weighted average units of Class A units outstanding:

  

         

Basic

    148,167     148,238     150,816     151,821        147,998        149,940        145,448    

Diluted

    148,167     148,238     150,816     151,821        147,998        149,940        145,448    

Weighted average shares of Class A common stock outstanding:

  

         

Basic

                 

Diluted

                 

Net income available to holders of Class A units per unit:

  

       

Basic

  $ 84.84   $ 79.16   $ 81.42   $ 73.56      $ 61.08      $ 44.48      $ 95.84   $        $  

Diluted

  $ 84.84   $ 79.16   $ 81.42   $ 73.56      $ 61.08      $ 44.48      $ 95.84   $        $  

Net income per share attributable to Imperial Capital Group, Inc. common shareholders:

  

     

Basic

                 

Diluted

                 

 

 

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    As of December 31,   As of
September 30,
2009
  Pro forma
as of
September 30,
2009
    2004   2005   2006   2007   2008    
    (in thousands, except statistical data)    

Consolidated Statements of Financial Condition Data:

           

Cash and cash equivalents

  $ 12,612   $ 13,826   $ 17,478   $ 25,178   $ 24,645   $ 29,396  

Total assets

    25,622     26,531     31,004     50,101     51,945     64,955  

Total liabilities

    6,544     9,152     11,731     14,932     15,862     30,111  

Redeemable members’ equity

    5,235     5,055     5,655     25,042     23,835     24,372  

Members’ equity

    13,843     12,324     13,618     10,127     12,248     10,472  

Stockholders’ equity

             

Common stock—Class A

             

Common stock—Class B

             

Paid-in capital

             

Total Imperial Capital Group, Inc. equity

             

Noncontrolling interest

             

Total equity

             

Selected Statistical Data (unaudited):

             

Number of employees

    92     93     116     142     155     156   156

 

(1)

Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates, has been primarily compensated pursuant to a management agreement based on our operating cash flow. In connection with this offering and as part of the Reorganization, the management agreement will be terminated, and Messrs. Reese and Wooster will enter into employment agreements which will provide for their new compensation arrangement, including salary and bonus. Accordingly, our historical compensation and benefits expenses are not comparable to, and are higher than, the compensation and benefits expenses we expect to incur after this offering. Following this offering, our policy will be to set our total employee compensation and benefits expenses at a target level of approximately 55% of our total revenues. However, we may record compensation and benefits expenses in excess of this percentage to the extent that expenses are incurred due to a significant expansion of our business or to any vesting of the restricted stock to be received by our employees at the time of this offering.

(2)

As a limited liability company prior to the Reorganization, we were generally not subject to income taxes except in local jurisdictions. An adjustment has been made to increase our effective tax rate to approximately 42% that assumes that Imperial Capital Group, Inc. is taxed as a C corporation at the statutory rates apportioned to each state, local and/or foreign tax jurisdiction and is reflected net of U.S. federal tax benefit. The holders of partnership units in Imperial Capital Group, L.P., including Imperial Capital Group, Inc., will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of Imperial Capital Group, L.P. In accordance with the partnership agreement pursuant to which Imperial Capital Group, L.P. will be governed, we intend to cause Imperial Capital Group, L.P. to make pro rata cash distributions to its partners, including the historic partners of ICG LP and Imperial Capital Group, Inc., for purposes of funding their tax obligations in respect of the income of Imperial Capital Group, L.P. that is allocated to them.

(3)

Reflects an adjustment to record the         % noncontrolling interest of historic partners’ partnership units of Imperial Capital Group, L.P. The partnership units of Imperial Capital Group, L.P. are, subject to certain limitations, exchangeable into shares of Class A common stock of Imperial Capital Group, Inc. on a one-for-one basis. Imperial Capital Group, Inc.’s interest in Imperial Capital Group, L.P. is within the scope of accounting guidance issued by the FASB on the topic of determining whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. Although Imperial Capital Group, Inc. will initially have a minority economic interest in Imperial Capital Group, L.P., as the sole general partner it will control the management of Imperial Capital Group, L.P., and although ICGI Holdings, LLC will initially have an economic majority of Imperial Capital Group, L.P., it will not have the right to dissolve the partnership or to remove the general partner or the right to participate in management decisions, and therefore will lack the ability to control Imperial Capital Group, L.P. Accordingly, we will consolidate Imperial Capital Group, L.P. and record a noncontrolling interest for the economic interest in Imperial Capital Group, L.P. held directly by ICGI Holdings, LLC.

 

 

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RISK FACTORS

Investing in our Class A common stock involves substantial risks. You should consider carefully the following risks and other information in this prospectus, including our consolidated financial statements and related notes, before you decide to purchase our Class A common stock. If any of the following risks actually materializes, our business, financial condition and operating results could be adversely affected. As a result, the trading price of our Class A common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business

We depend on Mr. Reese, Mr. Wooster and other senior professionals and the loss of their services could have a material adverse effect on us.

We depend on the efforts and reputations of Jason Reese, our chairman and chief executive officer, and Randall Wooster, our president, as well as other senior professionals. Our senior leadership team’s reputations and relationships with our employees, clients and potential clients are critical elements in expanding our business, and we believe our performance is strongly correlated to the performance of Messrs. Reese and Wooster. If we lose the services of either one of them or other senior professionals it could have a material adverse effect on our operations.

Our ability to attract and retain professionals is critical to our success, and our failure to do so may materially adversely affect our reputation, business and results of operations.

Our future success depends to a substantial degree on our ability to retain and recruit qualified professionals. A significant portion of our revenues depends upon the personal reputation, judgment, business generation capabilities and project execution skills of our professionals. Our business model is based on building long term relationships and our professionals’ personal reputations and relationships with our clients are a critical element in obtaining and executing our engagements. We anticipate that it will be necessary for us to add professionals as we pursue our growth strategy. However, we may not be successful in our efforts to recruit and retain personnel because the market for qualified professionals is competitive. The investment banking sector is generally subject to high employee turnover. We encounter significant competition for qualified employees from other companies in the investment banking sector as well as from businesses outside investment banking, such as hedge funds, private equity funds and venture capital funds. We have experienced losses of investment banking, sales and trading, research and other professionals and further losses will occur in the future. The departure or other loss of any professional who manages substantial client relationships and/or possesses substantial experience and expertise could impair our ability to secure or successfully complete engagements or maintain trading volumes, which could materially adversely affect our business and results of operations.

The compensation arrangements we have with our professionals, the lock-up arrangements that will be entered into by our employees and the limited partnership agreement and employment agreements we intend to enter into with certain of our professionals may not prove effective in preventing them from resigning to join our competitors. See “Related Party Transactions—Limited Partnership Agreement of ICG LP” and “Underwriting—No Sales of Similar Securities.” If any of our professionals were to join an existing competitor or form a competing company, some of our clients could choose to use the services of that competitor instead of our services.

As a public company, we may face additional retention pressures. Following this offering certain of our employees will beneficially own shares of our Class A common stock. The ability to realize equity value from our Class A common stock will not be wholly dependent upon an employee stockholders’ continued employment. Prior to this offering, our employees’ ability to recognize increased value in the equity issued to them was directly related to increases in the book value of our equity interests. We believe this relationship encouraged employees to expend efforts directed to the increase in book value. The introduction of other market

 

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factors that may affect the public price of our stock will lessen the direct relationship of stock value and book value and may adversely affect the long-standing benefits of employee ownership of our Class A common stock on retention and the success of our business. It is possible that employees will no longer be incentivized against leaving us by the potential loss of the value of a portion of their equity interests.

Although we will have in place certain provisions, as described under “Related Party Transactions—Exchange Agreement” and “Underwriting—No Sales of Similar Securities,” restricting the sale of portions of the equity ownership of selected employees, these agreements will survive for only a limited period and in the future will permit our employee stockholders to leave us without losing any of their equity interests if they comply with these agreements. Consequently, the steps we have taken to encourage the continued service of these individuals after this offering may not be effective. Although we intend to maintain a target ratio of compensation expenses to revenues that we believe is on par with our competitors, we may not be able to retain our professionals at such compensation levels. Furthermore, after this offering, we intend to use equity-based incentives, the value of which is tied to market performance, to promote employee retention and loyalty. These incentives, however, may be insufficient to attract, retain and motivate our professionals in light of the competition for experienced professionals in the investment banking industry, particularly if the value of our Class A common stock declines or fails to appreciate sufficiently relative to that of our competitors.

Our financial results from our investment banking and restructuring activities may fluctuate substantially from period to period, which may affect our stock price.

We have experienced, and expect to experience in the future, significant periodic variations in our investment banking and restructuring revenues. These variations may be attributed in part to the fact that the majority of our investment banking revenues are earned upon the successful completion of a transaction, the timing of which is uncertain. In many cases we receive little or no payment for investment banking engagements that do not result in the successful completion of a transaction. As a result, our investment banking and restructuring activities are highly dependent on market conditions as well as the decisions and actions of our clients and interested third parties. For example, a client’s acquisition transaction may be delayed or terminated for a number of reasons, including failure to agree upon final terms with the counterparty, failure to obtain necessary regulatory consents or approvals, or board of director or stockholder approvals, failure to secure necessary financing, adverse market conditions or unexpected financial or other issues with the client’s or counterparty’s business. In addition, we from time to time advise debtors or creditors of companies that are involved in U.S. bankruptcy proceedings. Under the applicable rules of U.S. bankruptcy courts, our fees are subject to approval by the courts, and other interested parties have the ability to challenge the payment of those fees. Fees earned and reflected in our revenues may from time to time be subject to successful challenges, which could result in a reduction of revenues. As a result, financial results from our investment banking and restructuring activities may fluctuate substantially on a quarterly basis, which could in turn adversely affect our stock price.

We face strong competition, including from entities with significantly more financial and other resources.

The brokerage and investment banking industries are, and we expect them to remain, competitive. We compete on the basis of a number of factors, including the ability of our professionals, industry expertise, client relationships, business reputation, market focus and quality and price of our products and services.

In addition, we have faced increasing competition from large full-service firms as the size and scope of our practice has grown and as such firms have sought revenues from our traditional client base. We are a relatively small investment bank, and many of our competitors in the brokerage and investment banking industries offer a broader range of products and services, have greater financial and marketing resources, larger client bases, greater name recognition, larger numbers of senior professionals to serve their clients’ needs and greater client coverage than we have. These competitors may be better able to respond to changes in the

 

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brokerage and investment banking industries, to compete for skilled professionals, to finance acquisitions, to fund internal growth, to commit significant capital to clients’ needs, to access additional capital under more advantageous conditions and to compete for market share.

The scale of our competitors has increased in recent years as a result of substantial consolidation among companies in the brokerage and investment banking industries. In addition, a number of large commercial banks, insurance companies and other broad-based financial services firms have established or acquired financial advisory practices and broker-dealers or have merged with other financial institutions. These firms often have the ability to offer a wider range of products than we do, which may enhance their competitive position. They also have the ability to support investment banking with commercial banking, insurance and other financial services in an effort to gain market share, which has resulted, and could continue to result, in pricing pressure on our business.

Competitive pressures may impair the revenues and profitability of our institutional sales and trading activity.

We derive a significant portion of our revenues from our institutional sales and trading activity; commissions accounted for approximately 66%, 58%, 63% and 60% of our revenues in 2006, 2007, 2008 and the nine months ended September 30, 2009, respectively. Along with other securities firms, we have experienced intense competition in this business in recent years. As a result of the introduction and implementation of various market efficiency initiatives, competition for trading activity has increased in both the equity and fixed income sectors of our business. To the extent that trading commissions are meaningfully impacted by this competition, our institutional sales and trading revenue could suffer, which could materially adversely affect our business and results of operations.

We are subject to counterparty and credit risk whereby defaults by parties with whom we do business could adversely affect us.

Our ability to engage in routine transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different counterparties, and we routinely execute transactions with counterparties, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional clients. Although we review credit exposures to specific clients and counterparties that we believe may present credit concerns, default risk may arise from events or circumstances that are difficult to detect or foresee. In addition, concerns about, or a default by, one institution could lead to significant liquidity problems, losses or defaults by other institutions, which in turn could adversely affect us. In addition, we face the risks associated with changes in the market value of securities that we may be obligated to purchase or have purchased in transactions where a counterparty or client fails to perform. During the recent unprecedented period of financial market volatility, this risk greatly increased. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. While we have not suffered any material or significant losses as a result of the failure of any financial counterparty, there is no assurance that any such losses could not materially and adversely affect our results of operations.

Our risk management policies and procedures may not be effective against mitigating our exposure to risks and as a result we may incur losses.

Our risk management strategies and techniques may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks. In addition to our counterparty and credit risks described above, we are subject to various market, operational, legal and compliance, reputational and interest rate risks. We attempt to mitigate these risks through our risk management policies and procedures. However, if any of the instruments, processes and strategies we utilize to manage our exposure to various types of risk are not effective, we may incur losses.

 

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Employee misconduct, including unauthorized trading, could harm us and is difficult to detect and deter.

There have been a number of highly publicized cases involving unauthorized trading, fraud or other misconduct by employees in the financial services industry in recent years, and we run the risk that employee misconduct could occur at our company. For example, misconduct by employees could involve unauthorized trading or the improper use or disclosure of confidential information, which could result in regulatory sanctions, litigation and serious reputational or financial harm. It is not always possible to deter employee misconduct and the precautions we take to detect and prevent this activity may not be effective in all cases, and we may suffer significant reputational and financial harm for any misconduct by our employees.

Growth of our business could result in increased costs.

Over the past several years, we have experienced significant growth in our business activities. This growth has required and will continue to require increased investment in management personnel, financial and management systems and controls and facilities, which, in the absence of continued revenue growth, would cause our operating margins to decline from current levels. As we have grown and continue to grow, the need for additional compliance, documentation and risk management procedures and internal controls has increased throughout our business. Implementation of these procedures and controls may require the incurrence of additional expenses, including the hiring of additional personnel. The implementation of such additional policies and procedures and controls may not prevent us from experiencing a material loss or other liability, including regulatory sanction.

In addition, we may incur significant expenses in connection with any expansion of our current activities, or in connection with any strategic acquisitions and investments. Accordingly, we will need to increase our revenues at a rate greater than our expenses to achieve and maintain profitability. If our revenues do not increase sufficiently, or even if our revenues increase but we are unable to manage our expenses, we will not achieve and maintain profitability in future periods.

Our investment banking assignments are generally one-time engagements.

Our investment banking clients generally retain us on an engagement-by-engagement basis in connection with specific capital markets or merger and acquisition transactions, rather than on a recurring basis. Our business model is based on creating long-term relationships that we hope will lead to repeat business opportunities. However, our engagements for these transactions are typically singular in nature, and we may not successfully obtain follow-on engagements with these clients. We must seek out new engagements when our current engagements are successfully completed or are terminated. As a result, high activity levels in any period are not necessarily indicative of continued high levels of activity in any subsequent period. If we are unable to generate a substantial number of new engagements that generate fees from the successful completion of transactions, our business and results of operations would likely be adversely affected.

Committing our own capital in matched client principal transactions and select proprietary activity may increase the potential for trading losses.

In the future, a portion of our revenues and operating profits may be derived from matched client principal transactions and select proprietary activity. We may incur trading losses for a variety of reasons including:

 

   

price changes in securities and bank debt; and

 

   

lack of liquidity in securities and bank debt in which we have positions.

These risks may limit or restrict our ability to either resell securities or bank debt we purchased or to repurchase securities or bank debt we sold. In addition, we may experience difficulty borrowing securities to

 

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make delivery to purchasers to whom we sold short, or lenders from whom we have borrowed. From time to time, we may have large position concentrations in securities or bank debt of a single issuer or issuers engaged in a specific industry or traded in a particular market. Such a concentration could result in higher trading losses than would occur if our positions and activities were less concentrated.

Liquidity constraints could impair our ability to conduct our business.

Liquidity, or ready access to funds, is essential to financial services firms. Failures of financial institutions have often been attributable in large part to insufficient liquidity. Liquidity is of particular importance to our trading business, and perceived liquidity issues may affect our clients and counterparties’ willingness to engage in transactions with us. Our liquidity could be impaired because of circumstances that we may be unable to control, such as a general market disruption or an operational problem that affects our trading clients, third parties or us. Further, our ability to sell assets may be impaired if other market participants are seeking to sell similar assets at the same time.

Lack of adequate funding would also limit our ability to pay dividends, repay debt and redeem or repurchase shares of our outstanding capital stock. Historically, we have generally satisfied our capital and liquidity requirements through internally generated cash from operations. While we currently have adequate capital and liquidity, adequate funding may not continue to be available to us in the future on terms that are acceptable to us. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

We have made and may in the future make principal commitments in illiquid investments, which are typically private securities that are not publicly traded. There is a significant risk that we may be unable to realize our investment objectives by sale or other disposition at attractive prices or that we may otherwise be unable to complete any exit strategy. In particular, these risks could arise from changes in the financial condition or prospects of the companies in which investments are made, changes in national or international economic conditions or changes in laws, regulations, fiscal policies or political conditions of countries in which investments are made. It may take a substantial period of time to identify attractive investment opportunities and realize the cash value of such investments through resale. Even if an illiquid investment proves to be profitable, it may be several years or longer before any profits can be realized in cash.

Imperial Capital, LLC, our broker-dealer subsidiary, is subject to the net capital requirements of the Securities and Exchange Commission (“SEC”), and various self-regulatory organizations of which it is a member. These requirements typically specify the minimum level of net capital a broker-dealer must maintain and also mandate that a significant part of its assets be kept in relatively liquid form. Any failure to comply with these net capital requirements could impair our ability to conduct our brokerage activities. Furthermore, Imperial Capital, LLC is subject to laws that authorize regulatory bodies to block or reduce the flow of funds from it to ICG LP. As a holding company, we may require dividends, distributions and other payments from our subsidiaries to fund payments on our obligations, including debt obligations. As a result, regulatory actions could impede access to funds that we need to make payments on obligations. In addition, because we hold equity interests in our subsidiaries, our rights as an equity holder to the assets of these subsidiaries are subordinated to any claims of the creditors of these subsidiaries.

Covenants not to compete are generally unenforceable under California law.

Jason Reese, our chairman and chief executive officer, and Randall Wooster, our president, have agreed not to compete against us during the term of their employment and, except in the case where their term of employment has ended as a result of ICG LP electing not to extend their term of employment, for a 24-month period after their cessation of employment with us. See “Executive Compensation—Employment Agreements.” In addition, the historic partners who are also our employees have agreed not to compete against us during the term of their employment and for a period of one year after the cessation of their employment with us. Because

 

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Messrs. Reese and Wooster and many of the historic partners are residents of California, and because our headquarters is located in California, California law may apply to their non-competition covenants. Generally, California law does not recognize covenants not to compete except in limited circumstances. Any inability to enforce these covenants not to compete may have a material adverse effect on our operations.

Failure to protect our intellectual property rights may undermine our competitive position and protecting our rights or defending against third-party allegations of infringement may be costly.

Protection of our proprietary technology is critical to our business. Failure to protect, monitor and control the use of our existing intellectual property rights, including those related to our two proprietary software systems, could cause us to lose our competitive advantage and incur significant expenses. We rely on trade secrets and contractual restrictions to protect our intellectual property rights and currently do not hold any patents related to our business. The measures we take to protect our trade secrets and other intellectual property rights may be insufficient, as confidentiality provisions related to our trade secrets could be breached and may not provide meaningful protection for our trade secrets and others may independently develop technologies or products that are similar or identical to ours. In addition, third parties or employees may infringe or misappropriate our proprietary technologies or other intellectual property rights, which could harm our business and operating results. Policing unauthorized use of intellectual property rights can be difficult and costly, and adequate remedies may not be available.

Our rights in our “Imperial Capital” name are important, and any inability to use that name could negatively impact our ability to build brand identity.

We believe that establishing, maintaining and enhancing the “Imperial Capital” name is important to our business. We are, however, aware of a number of other companies that use names containing “Imperial.” There could be potential trade name or service mark infringement claims brought against us by the users of such names and marks and those users may have trade name or service mark rights that are senior to ours. If another company were to successfully challenge our right to use our name, or if we were unable to prevent a competitor from using a name that is similar to our name for closely related services, our ability to build brand identity could be negatively impacted.

Our operations and infrastructure may malfunction or fail.

Our activities are highly dependent on our ability to process, on a daily basis, a large number of transactions across various markets, and the transactions we process have become increasingly complex. Our financial, accounting or other data processing systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services or our inability to occupy one or more of our facilities, whether as a result of a natural disaster or otherwise. The inability of our systems to accommodate an increasing volume of transactions could also constrain our ability to expand our business.

We are also dependent on the systems and operations of our clearing broker and our front end equity order management system. If any of our systems or the systems of our clearing broker or our front end equity order management system do not operate properly or are disabled or if there are other shortcomings or failures in our or their internal processes, people or systems, we could suffer an impairment to our liquidity, financial loss, a disruption of our business, liability to our clients, regulatory intervention or reputational damage.

We also face the risk of operational failure or termination of our clearing agent or any of the exchanges, clearing houses or other financial intermediaries we use to facilitate our securities transactions. Any such failure or termination could adversely affect our ability to effect transactions and to manage our exposure to risk.

In addition, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our business and the communities in which we are located. This may include a

 

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disruption involving electrical, communications, transportation or other services used by us or third parties with or through whom we conduct business, whether due to natural disaster, illnesses or communicable diseases (including but not limited to the H1N1 virus), power or communications failure, act of terrorism or war or otherwise. Nearly all of our employees in our primary locations work in close proximity to each other. If a disruption occurs in one location and our employees in that location are unable to communicate with or travel to other locations, our ability to service and interact with our clients may suffer, and we may not be able to implement successful contingency plans that depend on communication or travel.

Our operations also rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to improve and modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious events that could have a security impact. If one or more of such events occur, the confidential information of us, our clients or our counterparties may be jeopardized, or our, our clients’, our counterparties’ or third parties’ operations may malfunction or be interrupted. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures we identify, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us.

We may be adversely affected by changes in services and products provided by third parties and increases in related costs.

Some of our sales, trading and information systems are provided pursuant to agreements with third party vendors. Although we seek to negotiate agreements with these vendors to obtain such services on reasonable terms, we cannot always negotiate terms which will provide us such services for terms or at prices that are not subject to significant change. The process of changing to competing services or products can be time consuming, costly and subject to implementation and operational risks.

Risks Related to Our Industry

Market conditions have adversely affected and may continue to adversely affect the financial services industry.

The financial services industry has recently experienced unprecedented change and volatility. Several banks and securities firms in the United States and elsewhere have failed outright or have been acquired by other financial institutions, often in distressed sales. In the United States, where our principal business is conducted, declines in the housing market, with falling home prices and increasing foreclosures, have adversely affected the credit performance of mortgage loans and resulted in material writedowns of asset values by financial institutions, including government-sponsored entities, banks, securities firms and insurers. Concern about the stability of financial markets and the strength of counterparties has caused many traditional sources of credit, such as banks, securities firms and insurers, as well as institutional and private investors, to reduce or cease providing funding to borrowers. The U.S. government has adopted and proposed numerous measures in an attempt to stabilize the financial markets and recapitalize major financial institutions. Despite substantial efforts by the U.S. and other governments to restore confidence and reopen sources of credit, it is not possible to predict the extent to which such measures will prove successful. Although the U.S. government has stated its willingness to implement additional measures as it may see fit to address changes in market conditions, there can be no assurance that any or all of these measures will succeed in stabilizing and providing liquidity to the U.S. financial markets.

As a result, continued volatile market conditions could affect our financial condition and results of operations and may cause us to face some or all of the following risks:

 

   

The number of merger and acquisition transactions where we act as adviser could be adversely affected by continued uncertainties in valuations related to asset quality and creditworthiness,

 

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volatility in the equity markets and diminished access to financing. Reduced merger consideration because of lower valuations of middle market companies may also reduce our fees to the extent they are based on a percentage of merger consideration. Also, these conditions could increase the execution risk in merger and acquisition transactions where we act as an adviser. During the recent market downturn, we experienced a decline in merger and acquisition volumes and an increase in the time necessary to close in-process transactions.

 

   

Our opportunity to act as underwriter or placement agent in equity and debt offerings could be adversely affected by volatile equity or debt markets. Market conditions during the economic downturn led to a decrease in our capital raising activities.

 

   

Deteriorations in the businesses or creditworthiness of issuers of securities or the failure of our counterparties to settle transactions due to financial difficulties or other considerations may cause us to experience losses in securities trading activities or write down the value of securities that we own. To date, we have not experienced material losses resulting from the failure of counterparties to settle trades due to financial difficulties. Due to our limited proprietary trading activities, we have historically avoided write downs of a magnitude that would have a material effect on our overall business activities.

 

   

We may incur unexpected costs or losses as a result of the failure, whether as a result of bankruptcy or otherwise, of companies for which we have performed investment banking services to honor ongoing obligations such as indemnification or expense reimbursement agreements. To date, we have not incurred significant losses due to client failures.

 

   

Our industry could face increased regulation as a result of legislative or regulatory initiatives, and the responsibilities of the SEC and other federal agencies may be reallocated.

Financial services firms are subject to significant scrutiny, which may result in financial liability and reputational harm from adverse regulatory actions.

Our subsidiary, Imperial Capital, LLC, is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is a member of, and subject to, regulation, examination and supervision by the SEC, the Financial Industry Regulatory Authority, Inc. (“FINRA”), other self-regulatory organizations and state securities regulators. Broker-dealers are subject to regulations that cover all aspects of the securities business, including, sales methods, trade practices, use and safekeeping of customers’ funds and securities, capital structure, recordkeeping and the conduct and qualification of officers and employees. Failure to comply with applicable regulations could subject our wholly owned broker-dealer to suspension or revocation of its licenses by the SEC or expulsion from FINRA.

Firms in the financial services industry have experienced increased scrutiny and larger potential penalties and fines in recent years from a variety of regulators. This regulatory and enforcement environment has created uncertainty with respect to a number of transactions that had historically been entered into by financial services firms and that were generally believed to be permissible and appropriate. We may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. We also may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC or other regulatory authorities or self-regulatory organizations that supervise the financial markets. Our failure to comply in the future with applicable laws or regulations could result in fines, suspensions of personnel or other sanctions, including revocation of the registration of us or any of our subsidiaries. Even if a sanction imposed against us or our personnel is small in monetary amount, adverse publicity arising from the imposition of sanctions against us by regulators could harm our reputation and cause us to lose existing clients or fail to gain new clients.

In addition, financial services firms are subject to numerous conflicts of interests or perceived conflicts. The SEC and other federal and state regulators have increased their scrutiny of potential conflicts of interest. We have adopted various policies, controls and procedures to address or limit actual or perceived conflicts and regularly seek to review and update our policies, controls and procedures. However, appropriately dealing with

 

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conflicts of interest is complex and difficult and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with conflicts of interest. Our policies and procedures to address or limit actual or perceived conflicts may also result in increased costs, additional operational personnel and increased regulatory risk.

The effort to combat money laundering and terrorist financing is a priority in governmental policy with respect to financial institutions. The obligation of financial institutions, including ourselves, to identify their clients, watch for and report suspicious transactions, respond to requests for information by regulatory authorities and law enforcement agencies, and share information with other financial institutions, has required the implementation and maintenance of internal practices, procedures and controls which have increased, and may continue to increase, our costs.

Asset management businesses have experienced a number of highly publicized regulatory inquiries concerning market timing, late trading and other activities that focus on the mutual fund industry. These inquiries have resulted in increased scrutiny within the industry and new rules and regulations for mutual funds, investment advisers and broker-dealers. Although we do not act as an investment adviser to mutual funds, the regulatory scrutiny and rulemaking initiatives may result in an increase in operational and compliance costs.

Any failure to comply with applicable regulatory requirements may result in significant regulatory sanctions, client litigation or harm to our reputation, each of which may have an adverse effect on our financial condition.

Our exposure to legal and regulatory liability is significant, and damages or defense costs that we may be required to pay and the reputational harm that could result from legal or regulatory action against us could materially adversely affect our business.

We face significant legal risks in our businesses and, in recent years, the volume of claims and amount of damages sought in litigation and regulatory proceedings against financial institutions have been increasing. These risks include potential liability under securities or other laws for materially false or misleading statements made in connection with securities offerings and other transactions, potential liability for fairness and other valuation opinions and other advice we provide to participants in strategic transactions and disputes over the terms and conditions of complex trading arrangements. We are also potentially subject to claims arising from disputes with employees. These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time.

Because we depend to a large extent on our reputation to attract and retain clients, if a client is not satisfied with our services, it may be more damaging in our business than in other businesses. Moreover, our role as advisor to our clients on important underwriting or merger and acquisition transactions involves complex analysis and the exercise of professional judgment, including rendering fairness opinions in connection with mergers and other transactions. Therefore, our activities may subject us to the risk of significant legal liabilities to our clients and aggrieved third parties, including stockholders of our clients who could bring securities class actions against us. Our investment banking engagements typically include broad indemnities from our clients and provisions to limit our exposure to legal claims relating to our services, but these provisions may not protect us or may not be enforceable in all cases. As a result, we may incur significant legal and other expenses in responding to and defending against regulatory inquiries or litigation and may be required to pay substantial damages for settlements and adverse judgments. These costs may be incurred even if we are not a target of the inquiry or a party to the litigation. Substantial legal liability or significant regulatory action against us could have a material adverse effect on our results of operations or cause significant reputational harm to us, which could seriously harm our business and prospects.

Current and future government intervention in the financial and credit markets may alter the industry and may have negative consequences for our business and may diminish the opportunities available to us.

Recently, the U.S. and foreign governments have intervened to an unprecedented degree in the financial and credit markets. Among other things, U.S. government regulators have encouraged, and in some cases

 

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structured and provided financial assistance for, business combinations among banks, securities firms, insurers and other financial companies. The U.S. government-sponsored Troubled Asset Relief Program has resulted in significant dilutive equity issuances and additional regulatory oversight and restrictions. Additional intervention programs have been adopted and proposed which will have a further impact on the industry and related securities markets.

Some of the current or future government measures may have negative consequences for our business and may diminish the opportunities available to us. For example, government support to or assistance for troubled financial services companies may reduce potential merger and acquisition opportunities, and government purchases of equity positions in financial companies may satisfy or reduce the immediate need for such companies to engage in other capital-raising transactions or make such companies less attractive candidates for capital raising transactions in the private sector. The terms on which the government may provide support, such as the requirement for issuance of warrants or limitations on the ability to increase dividends or conduct buy backs, may also diminish the economic benefits available to other potential investors in future private sector transactions. In addition, to the extent uncertainty may exist regarding the impact or scope of government measures on specific companies, such companies may be limited in their ability to proceed with recapitalization or restructuring proposals or other alternatives until such uncertainty is removed. As many of these government initiatives have only recently been implemented we cannot currently foresee or prepare for all the consequences of these initiatives.

If we were deemed an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could have an adverse effect on our business.

We are not an investment company under the Investment Company Act of 1940. However, if we were to cease operating and controlling the business and affairs of ICG LP or if ICG LP or any of its subsidiaries were deemed to be an investment company, our interest in those entities could be deemed an investment security for purposes of the Investment Company Act of 1940. We intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the Investment Company Act of 1940, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and would harm our business and the price of our Class A common stock.

Risks Related to Our Corporate Structure

Control by Jason Reese and Randall Wooster of a majority of the combined voting power of our Class A common stock and Class B common stock may discourage a change of control that other stockholders may favor, which could negatively affect our stock price, and adversely affect stockholders in other ways.

Upon consummation of this offering, Jason Reese, our chairman and chief executive officer, and Randall Wooster, our president, and certain of their affiliates will beneficially own approximately             % of the economic and voting interests in ICGI Holdings, LLC, which through ICGI Holdings, LLC’s ownership of Class B stock represents approximately         % of the combined voting power of all classes of our voting stock. As a result, Messrs. Reese and Wooster will together have the ability to elect all of the members of our board of directors and thereby to substantially control our management and affairs, including determinations with respect to acquisitions, dispositions, material expansions or contractions of our business, entry into new lines of business, borrowings, issuances of Class A common stock or other securities, and the declaration and payment of dividends on our Class A common stock. In addition, Messrs. Reese and Wooster will together be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could discourage potential takeover attempts that other stockholders may favor and could deprive stockholders of an opportunity to receive a premium for their Class A common stock as part of a sale of our company, all of which may adversely affect the market price of our Class A common stock.

 

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Messrs. Reese and Wooster may disagree on how to direct the voting of our Class B common stock, which may impair our ability to take certain important corporate actions in a timely manner.

Upon consummation of this offering, Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates, will beneficially own a majority of the partnership units of ICG LP held by ICGI Holdings, LLC. Accordingly, Messrs. Reese and Wooster will beneficially own a majority of the outstanding shares of our Class B common stock. As a result of their beneficial ownership of shares of our Class B common stock, Messrs. Reese and Wooster will together be able to exercise control over all matters requiring the approval of our stockholders, including the election of our directors and the approval of significant corporate transactions. Messrs. Reese and Wooster currently do not have any written agreement between themselves governing their procedures for making decisions with respect to the Class B common stock owned by ICGI Holdings, LLC. Although they have in the past cooperated in making decisions regarding our corporate governance, there is no assurance they will continue to do so in the future. If Messrs. Reese and Wooster reach a stalemate in directing the vote of the Class B common stock held by ICGI Holdings, LLC, it may impair our ability to take certain important corporate actions in a timely manner, which may negatively impact the price of our Class A common stock.

The historical financial information of ICG LP contained in this prospectus may not be representative of our results as an independent public company.

Because ICG LP has operated as a limited liability company that is treated as a partnership for U.S. federal income tax purposes, it historically has paid little or no taxes on profits in the United States. As a result, ICG LP’s provision for income taxes has not reflected U.S. corporate federal income taxes. Accordingly, ICG LP’s historical consolidated results of operations and financial condition are not necessarily indicative of the consolidated results of our operations and financial condition after completion of the Reorganization. For additional information about past financial performance and the basis of presentation of ICG LP’s historical consolidated financial statements, see “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Consolidated Financial Data” and the ICG LP historical consolidated financial statements and related notes included elsewhere in this prospectus.

The pro forma consolidated financial information in this prospectus may not permit you to predict our costs of operations, and the estimates and assumptions used in preparing our pro forma consolidated financial information may be materially different from our actual experience as a public company.

In preparing the pro forma consolidated financial information in this prospectus, we have made adjustments to the historical consolidated financial information of ICG LP based upon currently available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of the Reorganization. These adjustments include, among other items, a compensation and benefits expense adjustment to reflect our targeted level of compensation and benefits relative to total revenues of 55%, net income attributable to noncontrolling interest and a deduction and charge to earnings of estimated income taxes based on an estimated tax rate of 42%. These and other estimates and assumptions used in the calculation of the pro forma consolidated financial information in this prospectus may be materially different from our actual experience as a public company. The pro forma consolidated financial information in this prospectus does not purport to represent what our results of operations would actually have been had we operated as a public company during the periods presented and does not give effect to any events other than those discussed in the unaudited pro forma consolidated financial information and related notes. See “Unaudited Pro Forma Consolidated Financial Data.”

Upon consummation of this offering, we will be dependent on ICG LP to distribute cash to us in amounts sufficient to pay our tax liabilities and other expenses.

We are a holding company and, immediately after the completion of the Reorganization, the consummation of this offering and our acquisition of partnership units of ICG LP using the net proceeds of this

 

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offering, our primary assets will be our approximately             % equity interest in ICG LP and our controlling interest and related rights as the sole general partner of ICG LP and, as such, we will operate and control all of the business and affairs of ICG LP and will be able to consolidate ICG LP’s financial results into our financial statements. We will have no independent means of generating revenues. ICG LP will be treated as a partnership for U.S. federal income tax purposes and, as such, will not itself be subject to U.S. federal income tax. Instead, its taxable income will be allocated on a pro rata basis to the other partners of ICG LP and us. Accordingly, we will incur income taxes on our proportionate share of any net taxable income of ICG LP, and also will incur expenses related to our operations. We intend to cause ICG LP to distribute cash to its partners in amounts at least equal to that necessary to cover their tax liabilities, if any, with respect to the earnings of ICG LP. To the extent we need funds to pay such taxes, or for any other purpose, and ICG LP is unable to provide such funds, it could have a material adverse effect on our business, financial condition or results of operations.

We depend on payments from our subsidiaries.

As a holding company, we depend on dividends, distributions and other payments from our subsidiaries to fund our obligations. Regulatory and other legal restrictions may limit our ability to transfer funds freely, either to or from our subsidiaries. In particular, our broker-dealer subsidiary is subject to laws and regulations that authorize regulatory bodies to block or reduce the flow of funds to us or that prohibit such transfers altogether in certain circumstances. These laws and regulations may hinder our ability to access funds that we may need to make payments on our obligations. In addition, because our interests in our subsidiaries consist of equity interests, our rights may be subordinated to the claims of the creditors of these subsidiaries. ICG LP’s revolving credit facility restricts ICG LP’s ability to make dividend payments or similar distributions to the partners of ICG LP in any given fiscal year unless ICG LP, prior to and subsequent to the dividend payments or distributions, is in compliance with the financial covenants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility.”

We will be required to pay ICGI Holdings, LLC for the benefit of the historic partners of ICG LP for the tax savings we obtain as a result of the tax basis step-up ICG LP receives in connection with this offering and related transactions.

In connection with this offering, we will purchase partnership units in ICG LP from ICGI Holdings, LLC for cash. In addition, ICG LP partnership units held by ICGI Holdings, LLC may be exchanged in the future for shares of our Class A common stock. The initial purchase will, and the subsequent exchanges may, result in increases in the tax basis of the tangible and intangible assets of ICG LP and its subsidiaries that otherwise would not have been available. Such increase will be approximately equal to the amount by which the cash paid to ICGI Holdings, LLC in connection with this offering or our stock price at the time of the exchange exceeds the income tax basis of the assets of ICG LP underlying the ICG LP partnership units acquired by us. These increases in tax basis will result in increased deductions in computing our taxable income and resulting tax savings for us generally over the 15 year period commencing with the initial acquisition. We have agreed to pay to ICGI Holdings, LLC for the benefit of the historic partners of ICG LP, as additional consideration for the ICG LP interests that we acquire, 85% of these tax savings, if any, as they are realized. See “Related Party Transactions—Tax Receivable Agreement.”

At the time of the closing of this offering, the increase in the tax basis attributable to our interest in ICG LP that is acquired from ICGI Holdings, LLC, assuming an initial offering price of $             per share of Class A common stock (the midpoint of the range of initial public offering prices set forth on the cover of this prospectus) and our purchase of approximately              partnership units of ICG LP from ICGI Holdings, LLC, is expected to be approximately $         million. The tax savings that we would actually realize as a result of this increase in tax basis likely would be significantly less than this amount multiplied by our effective tax rate due to a number of factors, including the allocation of a portion of the increase in tax basis to non-depreciable fixed assets and the rules relating to the amortization of intangible assets. Based on current facts and assumptions, including that subsequent acquisitions of ICG LP partnership units will occur in fully taxable transactions, and at a price equal to the assumed offering price of $         per partnership unit, the potential tax basis increase resulting from the

 

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acquisitions of ICG LP partnership units following the closing of this offering could be as much as $         million. The tax receivable agreement will require 85% of the tax savings, if any, attributable to this increase in tax basis to be paid to ICGI Holdings, LLC for the benefit of the historic partners of ICG LP, with the balance to be retained by us. The actual increase in tax basis will depend upon, among other factors, the price of shares of our Class A common stock at the time of the acquisition and the extent to which such acquisitions are taxable and, as a result, could differ materially from this amount. Our ability to achieve benefits from any such increase, and the amount of the payments to be made under the tax receivable agreement, will depend upon a number of factors, as discussed above, including the timing and amount of our future income and the effective tax rate to which that income is subject.

The Internal Revenue Service (“IRS”) may challenge all or part of the tax basis increase or our ability to amortize all or part of the increased tax basis, and a court could sustain such a challenge by the IRS. If the IRS successfully challenges the tax basis increase and such challenge is sustained by a court, under certain circumstances, we could be required to make payments under the tax receivable agreement in excess of our cash tax savings. Moreover, our only means of recovering any overpayment of the tax benefits that we ultimately realize will be as an offset in computing the amount of future tax benefit payments pursuant to the tax receivable agreement, as we have no direct recourse against ICGI Holdings, LLC under the tax receivable agreement in such circumstances.

We are assuming liabilities in connection with the Reorganization, including unknown liabilities.

As part of the Reorganization and our acquisition of partnership units of ICG LP, we will assume existing liabilities of our historical operating companies, some of which may be unknown or unquantifiable at the time this offering is consummated. Unknown liabilities might include liabilities for vendors or other persons dealing with the entities prior to this offering, tax liabilities, claims of clients of our operating companies and accrued but unpaid liabilities whether incurred in the ordinary course of business or otherwise. In connection with our acquisition of partnership units of ICG LP from ICGI Holdings, LLC, we are not entitled to any indemnification against such liabilities from the historic partners.

Investments by our directors, officers and employees may conflict with the interests of our stockholders.

Our executive officers, including Messrs. Reese and Wooster, directors and employees may from time to time invest in or receive a profit interest in private or public companies in which we or one of our affiliates is an investor or for which we provide investment banking services, publish research or act as a market maker. In addition, we have organized investment vehicles in which our employees are or may become investors and we expect to continue to do so in the future. There is a risk that, as a result of such investment or profit interest, a director, officer or employee may take actions that conflict with the best interests of our stockholders.

Our revolving credit facility imposes certain restrictions. A failure to comply with these restrictions could lead to an event of default, resulting in an acceleration of indebtedness, which could materially and adversely affect our business, financial condition and results of operations.

The operating and financial restrictions and covenants in our $25.0 million revolving credit facility with City National Bank (the “Lender”) may adversely affect our ability to finance future operations or capital needs or to engage in other business activities. Our revolving credit facility requires us to maintain specified financial ratios and tests, including interest coverage and total leverage ratios and maximum capital expenditures, which may require that we take action to reduce debt or to act in a manner contrary to our business objectives. In addition, the revolving credit facility contains additional restrictions, which can be found in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility.” A failure to comply with the restrictions contained in the revolving credit facility could lead to an event of default. If an event of default occurs, the revolving facility commitment may be terminated by the Lender, the unpaid principal and any accrued and unpaid interest shall become immediately due and payable and the Lender may take various other actions, including all actions permitted to be taken by a secured creditor. Our future operating results may not be sufficient to enable

 

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compliance with the covenants in the revolving credit facility or other indebtedness or to remedy any such default. In addition, in the event of an acceleration, we may not have or be able to obtain sufficient funds to refinance our indebtedness or make any accelerated payments. In addition, we may not be able to obtain new financing. Even if we were able to obtain new financing, we would not be able to guarantee that the new financing would be on commercially reasonable terms or terms that would be acceptable to us. If we default on our indebtedness, our business financial condition and results of operation could be materially and adversely affected.

Other Risks Related to this Offering

The disparity in the voting rights among the classes of shares may exert downward pressure on the price of our Class A common stock.

Shares of our Class A common stock and Class B common stock entitle the respective holders to identical rights, except that each share of our Class A common stock will entitle its holder to one vote on all matters to be voted on by stockholders generally while each share of Class B common stock will entitle its holder to a greater number of votes. See “Description of Capital Stock—Class B Common Stock.” Initially, the holders of Class B common stock, in the aggregate, will be entitled to approximately              votes. The difference in voting rights could exert downward pressure on the price of our Class A common stock.

Future sales of our Class A common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

Following the consummation of this offering, ICGI Holdings, LLC will have the right to exchange ICG LP partnership units into shares of our Class A common stock as further described in the section entitled “The Reorganization Transactions and Our Organizational Structure.” These shares of Class A common stock may then be sold into the market. After the consummation of this offering, we will have approximately              outstanding shares of Class A common stock. This number includes all the shares of our Class A common stock we are selling in this offering, all of which may be resold immediately in the public market. Assuming no anti-dilution adjustments based on combinations or divisions of our Class A common stock, the exchanges referred to above could result in the issuance by us of up to approximately              additional shares of Class A common stock. It is possible, however, that such shares could be issued in one or a few large transactions. We may also issue additional shares of Class A common stock or convertible debt securities to finance future acquisitions or business combinations. In addition, we have reserved for issuance up to          shares of Class A common stock pursuant to our 2010 Equity Incentive Plan.

We cannot predict the size of future issuances of our Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock may have on the market price of our Class A common stock. Sales of substantial amounts of our Class A common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may cause the market price of our Class A common stock to decline.

We have broad discretion over the use of the net proceeds to us from this offering.

We have broad discretion to use the net proceeds to us from this offering, other than those net proceeds that will be used to purchase ICG LP partnership units from ICGI Holdings, LLC, to provide additional capital to Imperial Capital, LLC and Imperial Capital Loan Trading, LLC and to repay the outstanding balance under our revolving credit facility, and you will be relying on the judgment of our board of directors and our management regarding the application of these proceeds. Although we expect to use the net proceeds from this offering, other than those net proceeds that will be used to purchase ICG LP partnership units from ICGI Holdings, LLC, to provide additional capital to Imperial Capital, LLC and Imperial Capital Loan Trading, LLC and to repay the outstanding balance under our revolving credit facility, for general corporate purposes, we have not allocated

 

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these net proceeds for specific purposes. In addition, we may not be successful in investing the net proceeds from this offering to yield a favorable return. For more information, see “Use of Proceeds.”

You will experience immediate and substantial dilution.

The price you pay for shares of our Class A common stock sold in this offering is substantially higher than the per share value of our net assets, after giving effect to this offering. Assuming an initial public offering price for our Class A common stock of $             per share (the midpoint of the initial public offering price range indicated on the cover of this prospectus), you will incur immediate dilution in net tangible book value per share of $            . Dilution is the difference between the offering price per share and the net tangible book value per share of our Class A common stock immediately after this offering. See “Dilution.”

Subsequent to this offering, non-cash compensation of employees will consist primarily of grants of restricted shares of our Class A common stock. Such future grants would further dilute the percentage ownership of ICG LP by unaffiliated public stockholders. See “Executive Compensation—2010 Equity Incentive Plan.”

Our Class A common stock price may fluctuate after this offering. As a result, you may not be able to resell your shares at or above the price you paid for them.

The market price of our Class A common stock may be subject to sharp declines and volatility. The market price of our Class A common stock may also be influenced by many factors, some of which are beyond our control, including:

 

   

the failure of securities analysts to cover our Class A common stock after this offering or changes in financial estimates or recommendations by analysts;

 

   

future announcements concerning us or our competitors, including the announcement of acquisitions;

 

   

changes in government regulations or in the status of our regulatory approvals or licensure;

 

   

public perceptions of risks associated with our services or operations; and

 

   

general market conditions and other factors that may be unrelated to our operating performance or the operating performance of our competitors.

As a result, you may not be able to sell shares of our Class A common stock at prices equal to or greater than the price you paid in this offering.

There is no existing market for our Class A common stock, and we do not know if one will develop to provide you with adequate liquidity.

There has not been a public market for our Class A common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the New York Stock Exchange (the “NYSE”) or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our Class A common stock that you buy.

Certain provisions in our certificate of incorporation may prevent efforts by our stockholders to change our direction or management.

Provisions contained in our certificate of incorporation could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders. For example, our certificate of incorporation

 

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authorizes our board of directors to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock, without any vote or action by our stockholders. We could issue a series of preferred stock that could impede the completion of a merger, tender offer or other takeover attempt. In addition, we intend to implement a “staggered” board of directors, pursuant to which only a minority of the board of directors will be considered for election at each annual meetings. These provisions may discourage potential acquisition proposals and may delay, deter or prevent a change of control of us, including through transactions, and, in particular, unsolicited transactions, that some or all of our stockholders might consider to be desirable. As a result, efforts by our stockholders to change our direction or management may be unsuccessful. See “Description of Capital Stock—Section 203 of the General Corporation Law of the State of Delaware.”

We may not pay dividends on our Class A common stock at any time in the foreseeable future.

As a holding company for our interest in ICG LP, we will be dependent upon the ability of ICG LP to generate earnings and cash flows and distribute them to us so that we may pay any dividends to our stockholders. To the extent (if any) that we have excess cash, any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial conditions, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. Any dividends will be declared on a pro rata basis, based on the number of shares outstanding, to the holders of our outstanding Class A common stock and Class B common stock. We have made no determination as to whether to pay dividends at any time in the foreseeable future.

 

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under “Risk Factors.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

 

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THE REORGANIZATION TRANSACTIONS AND OUR ORGANIZATIONAL STRUCTURE

Overview

Our business has historically been conducted through Imperial Capital Group, LLC. Immediately prior to the consummation of this offering, Imperial Capital Group, LLC and its members will consummate a series of reorganization transactions, which we collectively refer to in this prospectus as the “Reorganization.” The Reorganization will allow us to have Imperial Capital Group, Inc., a Delaware corporation, succeed to the business of Imperial Capital Group, LLC and its consolidated subsidiaries and to establish a mechanism to allow the historic members of Imperial Capital Group, LLC to monetize their investment over time through exchanges of their investment for shares of our Class A common stock. In connection with the Reorganization, the current members of Imperial Capital Group, LLC will transfer and convey 99% of their interests in Imperial Capital Group, LLC to a new holding company, ICGI Holdings, LLC, in exchange for interests in that holding company. The Reorganization will consist of the following transactions:

 

   

All membership interests in Imperial Capital Group, LLC, which were issued in multiple classes, will be converted into a single class, with an aggregate of                      membership interests in Imperial Capital Group, LLC then being outstanding;

 

   

The interest of Imperial Capital Group Holdings, LLC in the management agreement, pursuant to which the services of Jason Reese, our chairman and chief executive officer, and Randall Wooster, our president, are provided to ICG LP and its subsidiaries, will be assigned to ICG LP and ICG LP will terminate the management agreement, and, as consideration for such assignment,                      membership interests in Imperial Capital Group, LLC will be issued to Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates. As indicated below, Imperial Capital Group, LLC will subsequently be converted to ICG LP;

 

   

The                      outstanding membership interests will be split into an aggregate of                      membership interests in Imperial Capital Group, LLC through a                     :1 share split;

 

   

The historic members will transfer and convey                      membership interests into a new holding company, ICGI Holdings, LLC, in exchange for interests in that holding company, and Imperial Capital Group Holdings, LLC will retain the remaining                      membership interests;

 

   

ICGI Holdings, LLC will convert Imperial Capital Group, LLC into a new limited partnership, ICG LP, and each of the                      membership interests in Imperial Capital Group, LLC will be converted into a limited partnership unit of ICG LP.

Immediately following the Reorganization, we will use certain net proceeds of this offering to acquire from ICGI Holdings, LLC                      partnership units of ICG LP and will become the sole general partner of ICG LP. On the next business day following the consummation of this offering, we will use the remaining net proceeds to acquire from ICG LP                      partnership units of ICG LP and the remaining 1% of the partnership units held by Imperial Capital Group Holdings, LLC will be contributed to ICGI Holdings, LLC. The remaining                      partnership units of ICG LP will continue to be owned by the historic partners of ICG LP through their interests in ICGI Holdings, LLC. All ICG LP partnership units will be identical and have the same rights. As a result of the Reorganization and the purchase of the partnership units of ICG LP utilizing the net proceeds of this offering, Imperial Capital Group, Inc. will be a holding company whose sole asset will be a controlling equity interest in ICG LP. As the sole general partner of ICG LP, Imperial Capital Group, Inc. will operate and control all of the business and affairs of ICG LP and, through ICG LP and its operating entity subsidiaries, it will conduct the business conducted prior to this offering by the operating entities included in our historical consolidated financial statements.

Prior to the Reorganization, we will issue and sell 100 shares of Class B common stock to ICG LP for par value. In connection with this offering, upon our acquisition of ICG LP partnership units from ICGI

 

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Holdings, LLC, ICG LP will transfer and convey 100 shares of Class B common stock to ICGI Holdings, LLC, who will then own all of our outstanding Class B common stock. The Class B common stock, which will have voting power of our company proportionate to the percentage of ICGI Holdings, LLC’s ownership of ICG LP — initially approximately         %. Upon consummation of this offering, Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates, will beneficially own a majority of the partnership units of ICG LP held by ICGI Holdings, LLC and Messrs. Reese and Wooster will be the sole managers of ICGI Holding, LLC. Accordingly, Messrs. Reese and Wooster will beneficially own and have the right to vote a majority of the outstanding shares of our Class B common stock. As a result, Messrs. Reese and Wooster will together be able to exercise control over all matters requiring the approval of our stockholders, including the election of our directors and the approval of significant corporate transactions.

Reorganization

Our business is presently conducted by subsidiaries of Imperial Capital Group, LLC and currently is indirectly majority owned by Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates. On September 23, 2009, we were incorporated as a Delaware corporation. We have not engaged in any business or other activities except in connection with our formation. Upon completion of the Reorganization, the consummation of this offering and our acquisition of partnership units of ICG LP from ICGI Holdings, LLC using a portion of the net proceeds of this offering, we will become the sole general partner of ICG LP. The completion of the Reorganization is a condition to the consummation of this offering.

As a result of the Reorganization, immediately following this offering and the application of net proceeds from this offering:

 

   

Imperial Capital will be the sole general partner of ICG LP;

 

   

we and ICGI Holdings, LLC will own approximately         % and         %, respectively, of the partnership units in ICG LP;

 

   

of the         % of partnership units of ICG LP held by ICGI Holdings, LLC, Messrs. Reese and Wooster will beneficially own approximately             %, and management and other employees of ICG LP and one outside investor will own the remaining             %;

 

   

outstanding shares of our Class A common stock, all of which will have been sold pursuant to this offering, will represent more than 99.99999% of our outstanding capital stock based on economic value (which, as used herein, refers to the right to share in dividend distributions and distributions upon liquidation, dissolution or winding up);

 

   

outstanding shares of our Class B common stock, all of which will be owned by ICGI Holdings, LLC, will represent less than 0.00001% of our outstanding capital stock based on economic value;

 

   

outstanding shares of our Class B common stock will represent approximately         % of the combined voting power of all shares of our capital stock, which percentage will decrease proportionately to the extent that ICGI Holdings, LLC owns a smaller percentage of ICG LP; and

 

   

Messrs. Reese and Wooster and their affiliates will beneficially own a majority of the overall partnership units in ICG LP held by ICGI Holdings, LLC and will be the sole managers of ICGI Holdings, LLC. Accordingly, Messrs. Reese and Wooster will beneficially own and have the right to vote a majority of the outstanding shares of our Class B common stock. As a result, Messrs. Reese and Wooster will together be able to exercise control over all matters requiring the approval of our stockholders.

 

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The graphic below illustrates our anticipated ownership structure immediately following completion of the Reorganization, the consummation of this offering and our acquisition of partnership units of ICG LP using the net proceeds of this offering and includes the subsidiaries of ICG LP, each of which are 100% owned by ICG LP.

LOGO

 

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Holding Company Structure

Our only business following this offering will be to act as the sole general partner of ICG LP. As general partner, we will operate and control all of the business and affairs of ICG LP and will be able to consolidate ICG LP’s financial results into our consolidated financial statements. Although ICGI Holdings, LLC will initially have an economic majority of ICG LP, it will not have the right to dissolve the partnership or to remove the general partner or the right to participate in management decisions, and therefore will lack the ability to control ICG LP. ICGI Holdings, LLC’s ownership in ICG LP will be accounted for as net income attributable to noncontrolling interest in our consolidated financial statements after this offering. Net profits, net losses and distributions of ICG LP will be allocated and made to its partners pro rata in accordance with the respective percentages of their partnership units in ICG LP. Accordingly, net profits and net losses of ICG LP will initially be allocated, and distributions by ICG LP will initially be made, approximately         % to us and approximately         % to ICGI Holdings, LLC. Subject to the availability of net cash flow at the ICG LP level, ICG LP will distribute to us and to ICGI Holdings, LLC tax distributions using a tax rate no less than the actual combined federal, state and local income tax rates applicable to our allocable share of taxable income and net capital gain. Distributions by ICG LP in excess of tax distributions will be subject to the sole discretion of our board of directors. Assuming ICG LP makes distributions in excess of tax distributions to its partners in any given year, the determination to pay dividends, if any, to our Class A common stockholders and Class B common stockholders will be made by our board of directors. Because our board of directors may or may not determine to pay dividends, our Class A common stockholders and Class B common stockholders may not necessarily receive dividend distributions relating to our pro rata share of the income earned by ICG LP, even if ICG LP makes such distributions to us.

As the result of a federal income tax election made by ICG LP applicable to our acquisition of ICG LP interests from the historic partners, the income tax basis of the assets of ICG LP underlying the interests we so acquire will be adjusted based upon the amount that we have paid for our ICG LP interests. This increase in tax basis will result in increased depreciation, amortization and other tax deductions that will be allocated solely for our benefit and will be taken into account in reporting our taxable income. We have entered into an agreement with ICGI Holdings, LLC to pay it 85% of the tax savings that we actually realize as the result of this basis increase. We will retain the remaining 15% of the realized tax savings.

Exchange Agreement

In connection with the Reorganization, the historic partners of ICG LP will receive common units of ICGI Holdings, LLC, which in turn will hold partnership units in ICG LP. For so long as ICGI Holdings, LLC holds ICG LP partnership units, the number of outstanding common units of ICGI Holdings, LLC will equal the number of partnership units held by ICGI Holdings, LLC, the number of outstanding shares of Class A common stock will equal the number of ICG LP partnership units held by the Company and the number of shares of Class A common stock outstanding plus the number of ICGI Holdings, LLC common units outstanding will equal the number of ICG LP partnership units outstanding. The number of ICGI Holdings, LLC common units outstanding after the Reorganization will only increase to the extent necessary to maintain the ratio between the Class A common stock and the ICGI Holdings, LLC common units in the event of a split, combination, stock dividend or other reclassification of the Class A common stock. The common units of ICGI Holdings, LLC will not be immediately exchangeable for shares of our Class A common stock. Instead, the common units will become exchangeable at various times over the next four years following this offering at the option of the holder as described below.

On an annual basis, each member of ICGI Holdings, LLC may request that the exchangeable portion of its common units of ICGI Holdings, LLC (determined in accordance with the schedule set forth below) be exchanged by ICGI Holdings, LLC for shares of our Class A common stock on a one-to-one basis. Upon such a request by a member, ICGI Holdings, LLC will exchange partnership units of ICG LP with us in return for shares of our Class A common stock on a one-to-one basis. ICGI Holdings, LLC will then distribute such shares of our Class A common stock to the member requesting exchange and will cancel the common units of ICGI Holdings,

 

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LLC exchanged by such member. We have reserved for issuance              million shares of Class A common stock, which is the aggregate number of shares of Class A common stock expected to be issuable over time through such exchanges, assuming no anti-dilution adjustments based on combinations or divisions of our Class A common stock. The issuance of shares of our Class A common stock in exchange for ICG LP partnership units is expected to have a negligible economic effect on the existing holders of our Class A common stock, as the holders of our Class A common stock would then own a larger portion of ICG LP. While such transactions will have the effect of diluting your percentage ownership in us, because we will acquire an increased percentage ownership in ICG LP over time as a result of such transactions, such transactions will not impact your effective percentage ownership of the economics of the underlying ICG LP business.

In connection with this offering, up to     % of the historic partners’ beneficial ownership of ICG LP will be purchased for cash with a portion of the proceeds of this offering. In addition, the members of ICGI Holdings, LLC (other than non-employee members of ICGI Holdings, LLC, whose shares will not be subject to restriction other than as described under the section “Underwriting — No Sales of Similar Securities”) have agreed to a schedule which would allow them to exchange their common units of ICGI Holdings, LLC on a one-for-one basis for shares of our Class A common stock, utilizing the procedure described above, up to a maximum percentage of their common units of ICGI Holdings, LLC as follows:

 

   

32.5% of the number of common units of ICGI Holdings, LLC they received upon their contribution to ICGI Holdings, LLC (less the number of common units redeemed upon receipt and distribution by ICGI Holdings, LLC of proceeds of this offering as described under the caption “Use of Proceeds”) on the fourteen-month anniversary of this offering;

 

   

55% of the number of common units of ICGI Holdings, LLC they received upon their contribution to ICGI Holdings, LLC on the second anniversary of this offering;

 

   

77.5% of the number of common units of ICGI Holdings, LLC they received upon their contribution to ICGI Holdings, LLC on the third anniversary of this offering; and

 

   

100% of the number of common units of ICGI Holdings, LLC they received upon their contribution to ICGI Holdings, LLC on the fourth anniversary of this offering.

For example, assume for illustrative purposes only that a historic member received 1,000 ICGI Holdings, LLC common units in connection with such member’s contribution of Imperial Capital Group, LLC membership interests to ICGI Holdings, LLC. Upon completion of this offering, assuming that ICGI Holdings sells 10.0% of its ICG LP partnership units to the Company in connection with this offering, ICGI Holdings, LLC will redeem 10.0% of such member’s ICGI Holdings, LLC common units in exchange for payment to such member of its pro rata percentage of the proceeds received by ICGI Holdings, LLC for the ICG LP units. On the fourteen-month anniversary of this offering, such member will be able to exchange 22.5%, or 225, of its ICGI Holdings, LLC common units (32.5% less the 10.0% redeemed in connection with this offering). On the second anniversary, assuming the member exchanged all of its common units eligible for exchange during the first exchange period, such member would be able to exchange an additional 22.5%, or 225, of its ICGI Holdings, LLC common units (55.0% less the 10.0% redeemed in connection with this offering and the 22.5% exchanged in the first exchange period). On the third anniversary, assuming such member exchanged all of its common units eligible for exchange during the first and second exchange periods, such member would be able to exchange an additional 22.5%, or 225, of its ICGI Holdings, LLC common units (77.5% less the 10.0% redeemed in connection with this offering and the 22.5% exchanged in each of the first and second exchange periods). On the fourth anniversary, assuming such member exchanged all of its common units eligible for exchange during the first, second and third exchange periods, such member would be able to exchange an additional 22.5%, or 225, of its ICGI Holdings, LLC common units (100% less the 10.0% redeemed in connection with this offering and the 22.5% exchanged in each of the first, second and third exchange periods).

To the extent members of ICGI Holdings, LLC do not exchange common units of ICGI Holdings, LLC on an exchange date, they retain the right to exchange such common units for Class A common stock utilizing

 

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the procedures described above and in the exchange agreement until all of the common units of ICGI Holdings, LLC have been exchanged for Class A common stock and all ICG LP partnership units held by ICGI Holdings, LLC have been conveyed to the Company.

Voting

Each share of our Class A common stock will entitle its holder to one vote per share on all matters to be voted on by stockholders generally. Each share of Class B common stock will entitle its holder to the number of votes equal to the number of partnership units of ICG LP held by such holder divided by the total number of shares of Class B common stock then outstanding. Immediately after this offering, our Class B common stock will have approximately         % of the voting power of our company. This percentage will decrease proportionately over time to the extent that ICGI Holdings, LLC owns a smaller percentage of ICG LP as it exchanges partnership units of ICG LP for shares of our Class A common stock to be distributed to its members, as described in “—Exchange Agreement.” For example, assuming for illustrative purposes only that ICGI Holdings, LLC owns 30 million partnership units of ICG LP, it will be entitled to 300,000 votes for each of its shares of Class B common stock (30 million partnership units divided by 100 outstanding shares of Class B common stock) for a total of 30 million votes. If ICGI Holdings, LLC were to exchange 5 million partnership units of ICG LP pursuant to the exchange agreement leaving it with 25 million partnership units, it would then be entitled to 250,000 votes for each of its shares of Class B common stock (25 million partnership units divided by 100 outstanding shares of Class B common stock) for a total of 25 million votes.

Upon consummation of this offering, Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates, will beneficially own a majority of the partnership units held by ICGI Holdings, LLC and Messrs. Reese and Wooster will be the sole managers of ICGI Holdings, LLC. Accordingly, Messrs. Reese and Wooster will beneficially own and have the right to vote a majority of the outstanding shares of our Class B common stock. As a result, Messrs. Reese and Wooster will together be able to exercise control over all matters requiring the approval of our stockholders, including the election of our directors and the approval of significant corporate transactions. To the extent that the members of ICGI Holdings, LLC, including Imperial Capital Group Holdings, LLC, do not exchange the limited partnership units of ICG LP they beneficially own for shares of our Class A common stock, the voting power of ICGI Holdings, LLC will not decrease as described above and ICGI Holdings, LLC will continue to exercise control over those matters requiring stockholder approval. See “Risk Factors – Risks Related to Our Corporate Structure.”

All shares of Class B common stock will be cancelled by us on the first date upon which we own all of the outstanding partnership units of ICG LP.

Tax Receivable Agreement

In connection with this offering, we will purchase partnership units in ICG LP from ICGI Holdings, LLC for cash. In addition, ICG LP partnership units held by ICGI Holdings, LLC may be exchanged in the future for shares of our common stock. The initial purchase will, and the subsequent exchanges may, result in increases in the tax basis of the tangible and intangible assets of ICG LP and its subsidiaries that otherwise would not have been available. These increases in tax basis are expected to reduce the amount of taxable income that we are required to recognize as the result of our ownership of interests in ICG LP in the future.

We intend to enter into a tax receivable agreement with ICGI Holdings, LLC that will provide for the payment by us to ICGI Holdings, LLC for the benefit of the historic partners of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of these increases in tax basis and of certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. We will retain 15% of the realized tax benefits.

While we have no reason to believe that the tax benefits we expect to realize as the result of our purchase of partnership units of ICG LP from ICGI Holdings, LLC will be the subject of a challenge by the IRS

 

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or any other tax authority or, if made, that such a challenge would be successful, nevertheless, if such a challenge is made by a tax authority and adjustments to the amount of taxes that we owe result therefrom, reducing the reported tax benefits, such an adjustment to the tax benefits upon which any earlier tax benefit payment to ICGI Holdings, LLC was based will only be taken into account as an offset in computing the amount of future tax benefit payments pursuant to the tax receivable agreement. Such an offset will be our only means of recovering any overpayment of the tax benefits that we ultimately realize, as we have no direct recourse against ICGI Holdings, LLC under the tax receivable agreement in such circumstances.

For purposes of the tax receivable agreement, cash savings in income and franchise tax will be computed by comparing our actual income and franchise tax liability to the amount of such taxes that we would have been required to pay had there been no increase in the tax basis of the tangible and intangible assets of ICG LP attributable to our acquisition of partnership units in ICG LP from ICGI Holdings, LLC, and had we not entered into the tax receivable agreement.

The term of the tax receivable agreement will commence upon consummation of this offering and will, unless we exercise our right to terminate the tax receivable agreement for an amount based on an agreed value of payments remaining to be made under the agreement, terminate upon the earlier of the end of the taxable year that includes the 50th anniversary of our initial acquisition of interests in ICG LP, and the end of the taxable year that includes the 16th anniversary of the date upon which all rights of sale granted under the exchange agreement have terminated.

While the actual amount and timing of any payments under the tax receivable agreement will vary depending upon a number of factors, including the timing of our acquisitions of partnership units in ICG LP from ICGI Holdings, LLC, the extent to which such acquisitions are taxable and the amount and timing of our income, we expect that, as a result of the size of the increases in the tax basis of the tangible and intangible assets of ICG LP and its subsidiaries, the payments that we may make to ICGI Holdings, LLC for the benefit of the historic partners could be substantial. At the time of the closing of this offering, the increase in the tax basis attributable to our acquisition of partnership units in ICG LP, assuming an initial offering price of $         per share of common stock (the midpoint of the range of initial public offering prices set forth on the cover of this prospectus) and our acquisition of approximately          partnership units of ICG LP from ICGI Holdings, LLC, is expected to be approximately $         million. The tax savings that we would actually realize as a result of this increase in tax basis likely would be significantly less than this amount multiplied by our effective tax rate due to a number of factors, including the allocation of the increase in tax basis to non-depreciable fixed assets and the rules relating to the amortization of intangible assets. Based on facts and assumptions applicable at the time of this offering, including that all subsequent acquisitions of ICG LP interests will occur in fully taxable transactions and a price equal to the assumed offering price of $         per partnership unit, the potential tax basis increase resulting from acquisitions of the ICG LP partnership units held by ICGI Holdings, LLC following the closing of this offering could be as much as $         million. The actual increase in tax basis will depend upon, among other factors, the price of shares of our Class A common stock at the time of the acquisition and the extent to which such exchanges are taxable and, as a result, could differ materially from this amount. Our ability to achieve benefits from any such increase, and the payments to be made under the tax receivable agreement, will depend upon a number of factors, as discussed above, including the timing and amount of our future income.

Registration Rights Agreement

We will enter into a registration rights agreement pursuant to which we may be required to register the sale of shares of our Class A common stock issued as a result of the exchanges described above under the caption “—Exchange Agreement.” Under the registration rights agreement, Imperal Capital Group Holdings, LLC will have the right to require us to register the sale of its shares and may require us to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, ICGI Holdings, LLC, on behalf of the historic partners of ICG LP, will have the ability to exercise certain piggyback registration rights in connection with registered offerings requested by Imperal Capital Group Holdings, LLC or initiated by us.

 

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USE OF PROCEEDS

We estimate that our net proceeds from this offering, after deducting underwriting discounts and commissions, will be approximately $         million, or $         million if the underwriters exercise in full their option to purchase additional shares.

We intend to use approximately $         million of the net proceeds of this offering to purchase approximately          partnership units in ICG LP from ICGI Holdings, LLC. ICGI Holdings, LLC will, in turn, use such sale proceeds to redeem, on a pro rata basis, ICGI Holdings, LLC common units held by its members, who include the directors and executive officers set forth in the table below. The purchase price for each ICGI Holdings, LLC common unit will be equal to the per share offering price in this offering, less per share underwriting discounts and commissions. The remaining $         million of the net proceeds of this offering will be contributed to ICG LP in exchange for approximately          additional partnership units. Of the $         million to be contributed to ICG LP, approximately $         million and $          million, respectively, will be made available as additional capital to each of Imperial Capital, LLC and Imperial Capital Loan Trading, LLC, the entity through which we engage in principal bank debt transactions. In addition, approximately $         million of such proceeds will be used to repay the outstanding balance under our revolving credit facility. The remaining $        million of the net proceeds will be used by ICG LP for general corporate purposes. As of September 30, 2009, $10 million was outstanding under the revolving credit facility at an interest rate of approximately 2.06%. Such amount was borrowed on July 22, 2009 and is being used for general corporate purposes. This facility terminates on November 9, 2010, however, a portion of the revolving credit facility, not to exceed $7.5 million, may be extended until November 9, 2014.

Until we use the net proceeds of this offering, we intend to invest the funds in short-term, investment grade, interest-bearing securities, U.S. government securities and other marketable securities. We cannot predict whether the net proceeds invested will yield a favorable return.

The following table illustrates the expected application of the gross proceeds from this offering as described above. An additional $         million in estimated offering expenses will be borne by ICG LP.

 

     (in millions)

Gross proceeds from offering

   $                     

Underwriting fee

   $  

Net proceeds

   $  
      

Acquisition of partnership units in ICG LP from ICGI Holdings, LLC

   $  

Repayment of revolving credit facility

   $  

Additional capital for Imperial Capital, LLC

   $  

Additional capital for Imperial Capital Loan Trading, LLC

   $  

General corporate purposes

   $  
  

The following is a listing of our directors and executive officers, together with the percentage and dollar amount of net proceeds to be received from this offering:

 

Name

  

Title

   % of Net
Proceeds
to be
Received
   Amount
               (in millions)

Jason W. Reese(1)

   Chairman and Chief Executive Officer    %    $         

Randall E. Wooster(1)

   President and Director    %    $  

Mark C. Martis

   Chief Operating Officer    %    $  

Harry Chung

   Chief Financial Officer    %    $  

Michael J. Arougheti(2)

   Director    N/A      N/A

James H. Hugar

   Director    N/A      N/A

Directors and executive officers as a group(1)(2)

   %    $  

 

(1)

Includes units or Class A common stock owned by affiliates of Messrs. Reese and Wooster including Imperial Capital Group Holdings, LLC, an entity beneficially owned by Messrs. Reese and Wooster.

(2)

Excludes net proceeds to be received by ARCC Imperial LLC.

 

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DIVIDEND POLICY

As a holding company for our interest in ICG LP, our ability to pay dividends is subject to the ability of ICG LP to provide cash to us through distributions of amounts in excess of our expense of operations. In accordance with ICG LP’s limited partnership agreement pursuant to which ICG LP will be governed, we, as the sole general partner of ICG LP, expect to cause ICG LP to make distributions to its partners, including us, to the extent necessary to enable such partners to pay taxes incurred with respect to their allocable shares of taxable income of ICG LP. Any distributions by ICG LP in excess of such tax distributions, and the declaration and payment of any future dividends by us, will be at the discretion of our board of directors and will depend on ICG LP’s strategic plans, financial results and condition, contractual, legal, financial and regulatory restrictions on distributions (including the ability of ICG LP to make distributions under the covenants in its revolving credit facility as described below), capital requirements, business prospects and such other factors as our board of directors, in exercising our authority as the sole general partner of ICG LP, considers to be relevant to such determination.

ICG LP’s revolving credit facility restricts ICG LP’s ability to make dividend payments or similar distributions to the partners of ICG LP in any given fiscal year unless ICG LP, prior to, as well as subsequent to, making such dividend payments or distributions, is in compliance with the financial covenants, as described under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Revolving Credit Facility.”

ICG LP is taxable as a partnership and we are taxable as a corporation for U.S. federal income tax purposes. Therefore, as the sole general partner and owner of partnership units in ICG LP, we are subject to tax on our allocable share of taxable income of ICG LP, whether or not such income is distributed to us. Holders of our Class A common stock will not be taxed directly on the earnings of ICG LP. In general, any distributions of cash or other property that we pay to our stockholders will constitute dividends for U.S. federal income tax purposes. For more information regarding risk factors that could materially adversely affect our actual results of operations and our ability to pay any dividends, see “Risk Factors,” including “Risk Factors—We may not pay dividends on our Class A common stock at any time in the foreseeable future.” During 2007 and 2008, ICG LP made aggregate cash distributions to its historic partners in the amounts of $10.2 million and $6.3 million, respectively. As set forth in the table below, such distributions were made in five separate installments in each of 2007 and 2008. ICG LP has historically used only its earnings to make these distributions.

In September 2009, ICAM distributed to ICG LP, and ICG LP then distributed to the historic partners, certain non-core assets and liabilities in anticipation of this offering. These assets and liabilities included ICAM’s investment in Happy Camp Holdings, LLC, an entity which owns the Rustic Canyon Golf Course. As of June 30, 2009, this investment was carried on our books at $1,078,264. In addition, ICG LP guaranteed the Happy Camp Holdings, LLC’s obligations under a $1 million credit facility. This guarantee was assumed by the historic partners as part of the distributions. These assets and liabilities also included ICAM’s investment in City Ventures, LLC, a real estate investment entity. As of June 30, 2009, this investment was carried on our books at $375,000. In addition, future capital commitments to City Ventures, LLC in the aggregate amount of $2,405,000 were assumed by the historic partners as part of the distributions.

 

     Distributions from ICG LP
     2007    2008
     (in thousands)

Month

     

January

   $ —      $ 3,000.0

April

   $ 3,053.2    $ 69.1

June

   $ 48.6    $ 69.0

July

   $ 4,000.0    $ —  

September

   $ 3,047.5    $ 3,091.0

December

   $ 50.1    $ 69.7
             

Total

   $ 10,199.4    $ 6,298.8

In January, April, June and September 2009, ICG LP made cash distributions to the historic partners in the amounts of approximately $3.2 million, $3.6 million, $3.6 million and $3.6 million, respectively.

 

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DILUTION

Purchasers of shares of Class A common stock in this offering will experience immediate and substantial dilution to the extent of the difference between the pro forma net tangible book value of the Class A common stock and the initial public offering price. Net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of our Class A common stock outstanding. Dilution in net tangible book value per share represents the difference between the amount per share that you pay in this offering and the net tangible book value per share immediately after this offering. Dilution results from the fact that the initial public offering price is substantially in excess of the net tangible book value per share effectively attributable to historic partners of ICG LP. Our net tangible book value at September 30, 2009 was approximately $30.2 million. Our pro forma net tangible book value at September 30, 2009, after giving effect to the Reorganization, was $             million, or $             per share of our Class A common stock, assuming we purchased all ICG LP partnership units held by ICGI Holdings, LLC and issued              shares of Class A common stock to public stockholders, as of the date of this offering.

After giving effect to the sale of              shares of our Class A common stock in this offering at an assumed initial public offering price of $             per share, the midpoint of the range set forth on the front cover of this prospectus, and after deducting the underwriting fee and estimated offering expenses, our pro forma net tangible book value would have been $             million, or $             per share, assuming we purchased all ICG LP partnership units held by ICGI Holdings, LLC and issued              shares of Class A common stock to public stockholders, as of the date of this offering. This represents an immediate decrease in pro forma net tangible book value of $             per share to existing stockholders and an immediate dilution of $             per share to investors purchasing our Class A common stock in this offering. The following table illustrates this per share dilution:

          Per Share

Initial public offering price per share

      $             

Pro forma net tangible book value per share at September 30, 2009

   $                

Change in pro forma net tangible book value per share attributable to this offering

   $     
         

Pro forma net tangible book value per share after this offering

      $  
         

Dilution per share to new investors

      $  
         

The following table summarizes on a pro forma basis as of September 30, 2009, after giving effect to this offering, the total number of shares of Class A common stock purchased from us and the total consideration and the average price per share paid by historic partners of ICG LP and by investors participating in this offering, assuming we purchased all ICG LP partnership units held by ICGI Holdings, LLC and issued a corresponding number of shares of our Class A common stock to public stockholders, as of the date of this offering:

 

     Shares Purchased     Total Consideration     Average Price
Per Share
     Number    Percent     Amount    Percent    

Historic partners

                     $                                        $  

New investors

                     $                     $  
                          

Total

      100   $      100  
                          

The number of shares of our Class A common stock outstanding after this offering as shown above is based on the number of shares outstanding as of September 30, 2009, and excludes up to              shares of our common stock that are issuable in the future upon exchange of ICG LP partnership units and              restricted shares of our Class A common stock that are issuable in the future pursuant to post-offering equity incentive grants. See “The Reorganization Transactions and Our Organizational Structure” and “Executive Compensation—2010 Equity Incentive Plan.”

A $1.00 increase (decrease) in the assumed offering price of $             per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors by $             million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus and after deducting the estimated underwriting fee payable by us.

 

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CAPITALIZATION

The following table sets forth:

 

   

the capitalization of ICG LP on an actual basis as of September 30, 2009; and

 

   

the capitalization of ICG LP on an as adjusted basis, giving effect to (1) the Reorganization as if it had occurred on September 30, 2009, (2) the sale of              shares of our Class A common stock in this offering and (3) our receipt of the estimated $             million in net proceeds from this offering, assuming the shares are offered at $         per share, which is the midpoint of the range set forth on the cover page of this prospectus, after deducting the underwriting fee, and the application of $         million of those net proceeds to acquire partnership units in ICG LP, as described under “Use of Proceeds.”

You should read the unaudited financial information in this table together with the “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock” and our historical consolidated financial statements and our unaudited pro forma consolidated financial statements, along with the notes thereto, included elsewhere in this prospectus.

 

     As of September 30,
2009
     Actual    As adjusted
     (in thousands)

Debt:

     

Revolving credit facility(1)

   $ 10,000    $       —  
             

Total long-term debt

     10,000      —  

Redeemable members’ equity

     24,372      —  

Members’ equity

     10,472      —  

Stockholders’ equity(2)

     

Common stock—Class A, $0.01 par value: 100 shares authorized and no shares issued or outstanding, actual; 500,000,000 shares authorized and              issued and outstanding pro forma as adjusted

     —     

Common stock—Class B, $0.01 par value: 100 shares authorized and 100 shares issued and outstanding, actual; 100 shares authorized and 100 issued and outstanding, pro forma as adjusted

     —     

Paid-in capital(3)

     —     

Total redeemable members’ equity and members’ equity

     —        —  

Total Imperial Capital Group, Inc. equity

     —        —  

Noncontrolling interest

     —        —  
             

Total capitalization(3)

   $      $  
             

 

(1)

On May 9, 2007, ICG LP entered into a $25.0 million revolving credit facility.

(2)

Excludes approximately              restricted shares of our Class A common stock that are to be issued over time in connection with our equity incentive plan. See “The Reorganization Transactions and Our Organizational Structure” and “Executive Compensation—2010 Equity Incentive Plan.”

(3)

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share, which is the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) each of paid-in capital and total capitalization by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

 

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The unaudited pro forma consolidated financial data set forth below for the year ended December 31, 2008 and for the nine months ended September 30, 2009 are derived from Imperial Capital Group, LLC’s historical audited consolidated financial statements, included elsewhere in this prospectus.

The unaudited pro forma consolidated statement of operations for the year ended December 31, 2008 and for the nine months ended September 30, 2009 and the unaudited pro forma consolidated statement of financial condition as of September 30, 2009 present the consolidated results of operations and financial position of Imperial Capital Group, Inc. giving effect to the transactions described under “The Reorganization Transactions and Our Organizational Structure” having been completed as of January 1, 2008 with respect to the unaudited pro forma consolidated statement of operations and as of September 30, 2009 with respect to the unaudited pro forma statement of financial condition. Upon completion of the Reorganization, the consummation of this offering and our acquisition of partnership units of ICG LP from ICGI Holdings, LLC using a portion of the net proceeds of this offering, we will become the sole general partner of Imperial Capital Group, L.P. and, as such, will continue to operate and control all of the business and affairs of Imperial Capital Group, L.P. and its subsidiaries and will be able to consolidate Imperial Capital Group, L.P.’s financial results into our financial statements. We will reflect ICGI Holdings, LLC’s ownership interests of Imperial Capital Group, L.P. as net income attributable to noncontrolling interest in our statement of financial condition and statement of operations. Our historical results are those of Imperial Capital Group, LLC. Giving effect to the Reorganization and this offering, our net income, after excluding the ICGI Holdings, LLC net income attributable to noncontrolling interest, will represent approximately         % of Imperial Capital Group, L.P.’s net income, and similarly, outstanding shares of our Class A common stock will represent approximately         % of the outstanding partnership units of Imperial Capital Group, L.P.

The Imperial Capital Group, Inc. pro forma adjustments principally give effect to the Reorganization described under “The Reorganization Transactions and Our Organizational Structure” as well as the following items:

 

   

total compensation and benefits expenses at 55% of our total revenues, which gives effect to our policy following this offering to set our total compensation and benefits expenses at a target level of approximately 55% of our total revenues each year as a result of the termination of the management agreement with Imperial Capital Group Holdings, LLC and the execution of employment agreements with Messrs. Reese and Wooster in connection with this offering;

 

   

net income attributable to noncontrolling interest reflecting ownership of approximately     % of the Imperial Capital Group, L.P. partnership units by those other than us immediately after this offering; and

 

   

a provision for corporate income taxes at an effective tax rate of 42%.

 

   

this offering and our use of a portion of the net proceeds to purchase ICG LP partnership units and to repay the outstanding balance under our revolving credit facility as described in “Use of Proceeds.”

The unaudited pro forma consolidated financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions we believe are reasonable, but are subject to change. We have made, in our opinion, all adjustments that are necessary to present fairly the pro forma financial data. The unaudited pro forma financial data is presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the Reorganization and this offering been consummated on the dates indicated and do not purport to be indicative of balance sheet data or results of operations as of any future date or for any future period.

 

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You should read the following selected historical consolidated financial and other data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Historical Consolidated Financial Data” and the Imperial Capital Group, LLC historical consolidated financial statements and related notes included elsewhere in this prospectus.

 

    Year ended December 31, 2008     Nine months ended September 30,
2009
    Historical     Adjustment
for the
Reorganization
and Offering
    Imperial
Capital
Group,
Inc.
Pro Forma
    Historical   Adjustment
for the
Reorganization
and Offering
    Imperial
Capital
Group,
Inc.
Pro Forma
    (in thousands, except per share data)

Consolidated Statements of Operations:

  

         

Revenues:

           

Commissions

  $ 56,190        —        $ 56,190        $51,407     —        $ 51,407

Investment banking

    33,035        —          33,035        31,215     —          31,215

Principal transactions

    (1,818     —          (1,818     2,301     —          2,301

Interest, dividends and other

    1,857        —          1,857        791     —          791
                                           

Total revenues

    89,264        —          89,264        85,714     —          85,714

Expenses:

           

Compensation and benefits

    61,830        (12,735 )(1)      49,095        58,065     (10,922 )(1)      47,143

Non compensation expenses:

           

Clearing and transaction costs

    1,823        —          1,823        1,421     —          1,421

Technology and market data costs

    2,178        —          2,178        2,047     —          2,047

Facility costs

    2,469        —          2,469        1,807     —          1,807

Business development

    2,366        —          2,366        2,193     —          2,193

Depreciation and amortization

    3,480        —          3,480        2,369     —          2,369

Professional fees

    3,349        —          3,349        1,096     —          1,096

Other

    2,617        —          2,617        2,771     —          2,771
                                           

Non compensation expenses

    18,282        —          18,282        13,704     —          13,704
                                           

Total expenses

    80,112        (12,735     67,377        71,769     (10,922     60,847
                                           

Income before income taxes

    9,152        12,735        21,887        13,945     10,922        24,867

Provision for taxes

    —            (2)        —         (2)   
                                           

Net income

  $ 9,152      $        $        $ 13,945   $        $  

Net income attributable to noncontrolling interest

           (3)               (3)   

Net income attributable to Imperial Capital Group, Inc.

           

Weighted average units of Class A units outstanding:

           

Basic

    147,998            145,448    

Diluted

    147,998            145,448    

Weighted average shares of Class A common stock outstanding:

           

Basic

           

Diluted

           

Net income available to holders of Class A units per unit:

           

Basic

  $ 61.08        $        $ 95.84     $  

Diluted

  $ 61.08        $        $ 95.84     $  

Net income per share attributable to Imperial Capital Group, Inc. common shareholders:

           

Basic

           

Diluted

           

 

(1)

Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates, has been primarily compensated pursuant to a management agreement based on our operating cash flow. In connection with this offering and as part of the Reorganization, the management agreement will be terminated, and Messrs. Reese and Wooster will enter into employment agreements which will dictate their new compensation arrangement, including salary and bonus. Accordingly, our historical compensation and benefits expenses are not comparable to, and are higher than, the compensation and benefits expenses we expect to incur after this offering. Following this offering, our policy will be to set our total employee compensation and benefits expenses at a target level of approximately 55% of our total revenues. However, we may record compensation and benefits expenses in excess of this percentage to the extent that

 

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expenses are incurred due to a significant expansion of our business or to any vesting of the restricted stock to be received by our employees at the time of this offering.

 

     Year ended
December 31,
2008
    Nine months
ended
September 30,
2009
 
     (dollars in thousands)  

Historical total revenues

   $ 89,264      $ 85,714   

Target compensation and benefit expense ratio

     55     55
                

Target compensation expense threshold-55%

     49,095        47,143   

Historical compensation and benefits

     61,830        58,065   
                

Total pro forma compensation and benefits expense adjustment

   $ (12,735   $ (10,922
                
(2) As a limited liability company prior to the Reorganization, we were generally not subject to income taxes except in local jurisdictions. An adjustment has been made to increase our effective tax rate to approximately 42% that assumes that Imperial Capital Group, Inc. is taxed as a C corporation at the statutory rates apportioned to each state, local and/or foreign tax jurisdiction and is reflected net of U.S. federal tax benefit. The holders of partnership units in Imperial Capital Group, L.P., including Imperial Capital Group, Inc., will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of Imperial Capital Group, L.P. In accordance with the partnership agreement pursuant to which Imperial Capital Group, L.P. will be governed, we intend to cause Imperial Capital Group, L.P. to make pro rata cash distributions to its partners, including the historic partners of ICG LP and Imperial Capital Group, Inc., for purposes of funding their tax obligations in respect of the income of Imperial Capital Group, L.P. that is allocated to them.

 

     Year ended
December 31,
2008
    Nine months
ended
September 30,
2009
 
     (dollars in thousands)  

Pro forma income before income taxes

   $                   $                

Less: income attributable to noncontrolling interest

    
                

Income attributable to Imperial Capital Group, Inc.

    

Pro forma effective tax rate

     42     42
                

Total pro forma provision for tax adjustment

   $        $     
                
(3) Reflects an adjustment to record the         % noncontrolling interest of historic partners’ partnership units of Imperial Capital Group, L.P. The partnership units of Imperial Capital Group, L.P. are, subject to certain limitations, exchangeable into shares of Class A common stock of Imperial Capital Group, Inc. on a one-for-one basis. Imperial Capital Group, Inc.’s interest in Imperial Capital Group, L.P. is within the scope of accounting guidance issued by the FASB on the topic of determining whether a general partner, or the general partners as a group, controls a limited partnership or similar entity when the limited partners have certain rights. Although Imperial Capital Group, Inc. will initially have a minority economic interest in Imperial Capital Group, L.P., as the sole general partner it will control the management of Imperial Capital Group, L.P., and although ICGI Holdings, LLC will initially have an economic majority of Imperial Capital Group, L.P., it will not have the right to dissolve the partnership or to remove the general partner or the right to participate in management decisions, and therefore will lack the ability to control Imperial Capital Group, L.P. Accordingly, we will consolidate Imperial Capital Group, L.P. and record a noncontrolling interest for the economic interest in Imperial Capital Group, L.P. held directly by ICGI Holdings, LLC.

 

     Year ended
December 31,
2008
    Nine months
ended
September 30,
2009
 
     (dollars in thousands)  

Pro forma net income

   $ 21,887      $ 24,867   

Economic interest % of historic partners of Imperial Capital Group, LP

            
                

Total pro forma net income attributable to noncontrolling interest adjustment

   $        $     
                

 

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     As of September 30, 2009
     Imperial
Capital
Historical
   Adjustment
for Formation
    Imperial
Capital Post
Formation
   Adjustment
for Offering
    Imperial
Capital Pro
Forma
     (in thousands)
Pro Forma Statement of Financial Condition:             

Assets:

            

Cash and cash equivalents

   $ 29,396      $ 29,396                 (2)(3)   

Investments

     14,646        14,646     

Corporate finance fees receivable

     5,471        5,471     

Bank debt receivable

     2,217        2,217     

Fixed assets, net

     7,318        7,318     

Other intangibles

     365        365     

Goodwill

     4,305        4,305     

Other assets

     1,237        1,237     
                                

Total assets

   $ 64,955    $ —        $ 64,955     
                                

Liabilities and Members’ Equity

            

Liabilities:

            

Commissions and fees payable

   $ 5,482      $ 5,482     

Accounts payable and accrued liabilities

     12,909        12,909     

Credit facility

     10,000        10,000         (3)   

Unsecured subordinated notes and related interest

     402        402     

Bank debt payable

     1,318        1,318     
                                

Total liabilities

     30,111      —          30,111     

Commitments and Contingencies:

            

Redeemable members’ equity

     24,372      (24,372 )(1)        

Members’ equity

     10,472      (10,472 )(1)        

Stockholders’ equity

            

Common stock—Class A

                (2)   

Common stock—Class B

        333 (1)      333         (2)   

Paid-in capital

        34,511 (1)      34,511         (2)(4)   
                                

Total Imperial Capital Group, Inc. equity

     —        —          34,844     

Noncontrolling interest

                (4)   
                                

Total equity

     10,472      —          34,844     

Total liabilities, redeemable members’ equity and total equity

   $ 64,955    $ —        $ 64,955     
                                

Pro forma shares of Class A common stock outstanding

            

 

(1)

Reflects the issuance of shares of Class A common stock to the historic partners of ICG LP in exchange for partnership units of ICG LP.

(2)

Reflects the net proceeds from sale and issuance by us of          shares of Class A common stock pursuant to this offering at the initial public offering price of $         per share of Class A common stock, less underwriting and commissions and estimated expenses payable in connection with this offering and the related transactions.

(3)

Reflects repayment of the outstanding balance on our revolving credit facility.

(4)

Reflects a noncontrolling interest adjustment for the ownership of ICG LP partnership units held directly by ICGI Holding, LLC, assuming          shares of Class A common stock are issued in connection with this offering. ICG LP partnership units are exchangeable on a one-for-one basis for shares of our Class A common stock subject to certain restrictions.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth selected historical consolidated financial and other data for all periods presented. The selected historical consolidated financial data for the years ended December 31, 2004, 2005, 2006, 2007 and 2008 have been derived from Imperial Capital Group, LLC’s audited consolidated financial statements. The audited consolidated statements of financial condition as of December 31, 2007 and 2008 and the audited consolidated statements of operations for the years ended December 31, 2006, 2007 and 2008 are included elsewhere in this prospectus. The historical audited consolidated statements of financial condition as of December 31, 2004, 2005 and 2006 and the historical audited consolidated statements of operations for the years ended December 31, 2004 and 2005 are not included in this prospectus. The selected historical consolidated financial data as of and for the nine month periods ended September 30, 2008 and 2009 have been derived from the unaudited and audited, respectively, consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial condition and results of operations are not necessarily indicative of the financial condition or results of operations as of any future date or for any future period.

As discussed in note 17 to our consolidated financial statements included elsewhere in this prospectus, the summary historical consolidated financial data have been restated for the adoption of FASB guidance regarding Classification and Measurement of Redeemable Securities. The summary consolidated historical statements of financial condition reflect the redeemable members’ capital as temporary equity, which is required under certain accounting guidance for public company reporting. Such guidance did not apply historically to Imperial Capital Group, LLC as a private company.

The selected consolidated historical financial statements do not reflect what our results of operations and financial condition would have been had we been a stand-alone, public company for the periods presented. Specifically, the selected historical consolidated results of operations do not give effect to:

 

   

The Reorganization, which is described in more detail elsewhere in this prospectus in the sections entitled “The Reorganization Transactions and our Organizational Structure” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

   

U.S. corporate federal income taxes. For all periods presented Imperial Capital Group, LLC operated principally through subsidiaries in the United States as a limited liability company that was treated as a partnership for U.S. federal income tax purposes. As a result, Imperial Capital Group, LLC has not been subject to U.S. federal income taxes on its income. Taxes related to income earned by partnerships represent obligations of the individual partners.

 

   

Net income attributable to noncontrolling interest reflecting ownership of approximately         % of the Imperial Capital Group, L.P. partnership units by those other than us immediately after this offering.

 

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You should read the following selected historical consolidated financial and other data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Consolidated Financial Data” and the Imperial Capital Group, LLC historical consolidated financial statements and related notes included elsewhere in this prospectus.

 

    Year ended December 31,     Nine months ended
September 30,
    2004   2005   2006   2007     2008     2008     2009
    (in thousands, except per share data)

Consolidated Statements of Operations:

             

Revenues:

             

Commissions

  $ 49,986   $ 45,864   $ 52,215   $ 50,875      $ 56,190      $ 35,560      $ 51,407

Investment banking

    13,887     13,749     21,855     33,836        33,035        27,072        31,215

Principal transactions

    2,885     3,658     3,824     (122     (1,818     (276     2,301

Interest, dividends and other

    598     712     1,285     2,624        1,857        1,515        791
                                               

Total revenues

    67,356     63,983     79,179     87,213        89,264        63,871        85,714

Expenses:

             

Compensation and benefits

    43,746     40,576     52,519     59,488        61,830        44,504        58,065

Non compensation expenses:

             

Clearing and transaction costs

    2,053     1,856     1,789     1,766        1,823        1,314        1,421

Technology and market data costs

    1,964     2,088     1,843     1,831        2,178        1,597        2,047

Facility costs

    1,052     1,140     1,194     3,626        2,469        1,864        1,807

Business development

    1,092     1,130     1,339     1,830        2,366        1,565        2,193

Depreciation and amortization

    737     739     732     2,042        3,480        2,509        2,369

Professional fees

    872     1,630     1,711     1,298        3,349        2,024        1,096

Other

    3,270     3,089     5,770     4,159        2,617        1,820        2,771
                                               

Non compensation expenses

    11,040     11,672     14,378     16,552        18,282        12,693        13,704
                                               

Total expenses

    54,786     52,248     66,897     76,040        80,112        57,197        71,769
                                               

Net income

  $ 12,570   $ 11,735   $ 12,282   $ 11,173      $ 9,152      $ 6,674      $ 13,945
                                               

Weighted average units of Class A units outstanding:

  

     

Basic

    148,167     148,238     150,816     151,821        147,998        149,940        145,448

Diluted

    148,167     148,238     150,816     151,821        147,998        149,940        145,448

Net income available to holders of Class A units per unit:

  

   

Basic

  $ 84.84   $ 79.16   $ 81.42   $ 73.56      $ 61.08      $ 44.48      $ 95.84

Diluted

  $ 84.84   $ 79.16   $ 81.42   $ 73.56      $ 61.08      $ 44.48      $ 95.84

 

    As of December 31,   As of
September 30,
2009
    2004   2005   2006   2007   2008  
    (in thousands, except statistical data)

Consolidated Statements of Financial Condition Data:

 

Cash and cash equivalents

  $ 12,612   $ 13,826   $ 17,478   $ 25,178   $ 24,645   $ 29,396

Total assets

    25,622     26,531     31,004     50,101     51,945     64,955

Total liabilities

    6,544     9,152     11,731     14,932     15,862     30,111

Redeemable members’ equity

    5,235     5,055     5,655     25,042     23,835     24,372

Members’ equity

    13,843     12,324     13,618     10,127     12,248     10,472

Selected Statistical Data (unaudited):

           

Number of employees

    92     93     116     142     155     156

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with the “Selected Historical Consolidated Financial Data,” and our consolidated financial statements and the related notes included elsewhere in this prospectus. The following discussion contains, in addition to historical information, forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading “Risk Factors” and elsewhere in this prospectus.

Overview

We are an independent, full-service investment bank offering a uniquely integrated platform of diverse products and services. We offer sophisticated sales and trading services to institutional investors and a wide range of investment banking advisory, capital markets and restructuring services to middle market corporate clients. We also provide proprietary research across a company’s capital structure, including bank debt, debt securities, hybrid securities, preferred and common equity and special situations claims. The integration of our complementary business activities allows us to provide superior service and solutions for our clients and presents opportunities to leverage client relationships to increase transaction volumes and revenues across our platform. We believe this diversified and integrated business model has reduced the volatility of our results over various market and economic cycles and has positioned us well for future growth.

We have diversified our revenues by service, product and industry, which has allowed us to be consistently profitable each year since 1999 through a variety of economic and capital market environments, including the recent recession. We earn commissions on our institutional sales and trading activities for executing trades for institutional investors across a range of asset classes. In our investment banking group, we earn fees for providing capital raising and financial advisory services as well as recurring retainers and success-based fees in our restructuring practice. Our annual revenues increased at a compound annual growth rate of 12.0% from $64.0 million for the year ended December 31, 2005 to $89.3 million for the year ended December 31, 2008. For the nine months ended September 30, 2009, our revenues increased 34.2% over the same period in 2008, from $63.9 million for the nine months ended September 30, 2008 to $85.7 million for the nine months ended September 30, 2009.

Overview of Reorganization Transactions and Our Organizational Structure

Our business has historically been conducted through Imperial Capital Group, LLC. Immediately prior to the consummation of this offering, Imperial Capital Group, LLC and its members will consummate a series of reorganization transactions, which we collectively refer to in this prospectus as the “Reorganization.” The Reorganization will allow us to have Imperial Capital Group, Inc., a Delaware corporation, succeed to the business of Imperial Capital Group, LLC and its consolidated subsidiaries and to establish a mechanism to allow the historic members of Imperial Capital Group, LLC to monetize their investment over time through exchanges of their investment for shares of our Class A common stock. In connection with the Reorganization, the current members of Imperial Capital Group, LLC will transfer and convey 99% of their interests in Imperial Capital Group, LLC to a new holding company, ICGI Holdings, LLC, in exchange for interests in that holding company. The Reorganization will consist of the following transactions:

 

   

All membership interests in Imperial Capital Group, LLC, which were issued in multiple classes, will be converted into a single class, with an aggregate of                      membership interests in Imperial Capital Group, LLC then being outstanding;

 

   

The interest of Imperial Capital Group Holdings, LLC in the management agreement, pursuant to which the services of Jason Reese, our chairman and chief executive officer, and Randall Wooster,

 

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our president, are provided to ICG LP and its subsidiaries, will be assigned to ICG LP and ICG LP will terminate the management agreement, and, as consideration for such assignment,                      membership interests in Imperial Capital Group, LLC will be issued to Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates. As indicated below, Imperial Capital Group, LLC will subsequently be converted to ICG LP;

 

   

The                      outstanding membership interests will be split into an aggregate of                      membership interests in Imperial Capital Group, LLC through a                     :1 share split;

 

   

The historic members will transfer and convey                      membership interests into a new holding company, ICGI Holdings, LLC, in exchange for interests in that holding company, and Imperial Capital Group Holdings, LLC will retain the remaining                      membership interests;

 

   

ICGI Holdings, LLC will convert Imperial Capital Group, LLC into a new limited partnership, ICG LP, and each of the                      membership interests in Imperial Capital Group, LLC will be converted into a limited partnership unit of ICG LP.

Immediately following the Reorganization, we will use certain net proceeds of this offering to acquire from ICGI Holdings, LLC          partnership units of ICG LP and will become the sole general partner of ICG LP. On the next business day following the consummation of this offering, we will use the remaining net proceeds to acquire from ICG LP          partnership units of ICG LP and the remaining 1% of the partnership units held by Imperial Capital Group Holdings, LLC will be contributed to ICGI Holdings, LLC. The remaining          partnership units of ICG LP will continue to be owned by the historic partners of ICG LP through their interests in ICGI Holdings, LLC. All ICG LP partnership units will be identical and have the same rights.

Our only business following this offering will be to act as the sole general partner of ICG LP, and, as such, we will operate and control all of the business and affairs of ICG LP and will be able to consolidate ICG LP’s financial results into our consolidated financial statements. ICG Holdings, LLC’s ownership in ICG LP will be accounted for as net income attributable to noncontrolling interest in our consolidated financial statements after this offering. Net profits, net losses and distributions of ICG LP will be allocated and made to its partners pro rata in accordance with the respective percentages of their partnership units in ICG LP.

Prior to the Reorganization, as a private company, business management services were provided to ICG LP by Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates, pursuant to a management agreement. In exchange for those services, the management agreement stipulated that ICG LP pay to Imperial Capital Group Holdings, LLC a monthly fee of $100,000, a quarterly fee equal to 40% of ICG LP’s operating cash flow for each quarter and reimbursement for the provision by Imperial Capital Group Holdings, LLC of medical, dental and life and disability insurance benefits and matching amounts under ICG LP’s 401(k) plan to Messrs. Reese and Wooster. These payments were historically reflected in annual compensation expense. In connection with this offering and as part of the Reorganization, the management agreement will be terminated and Messrs. Reese and Wooster will enter into employment agreements with ICG LP. As such, historical compensation is higher than is currently contemplated post-reorganization and is not reflective of management’s compensation intentions going forward and therefore not relevant for comparison purposes.

Prior to the Reorganization, as a limited liability company, we were generally not subject to income taxes except in local jurisdictions.

As a result of this offering, we will no longer be a private company and our costs for such items as insurance, accounting and legal advice will increase. We will also incur costs which we have not previously incurred for director fees, investor relations expenses, expenses for compliance with the Sarbanes-Oxley Act of 2002 and new rules implemented by the SEC and the NYSE, and various other costs of a public company.

 

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Business Environment

Many external factors affect our revenues and profitability, including economic and market conditions, the level and volatility of interest rates, inflation, political events, investor sentiment, legislative and regulatory developments and competition. These factors influence trading volumes and valuations in secondary financial markets, which together with commission rates and pricing spreads affect our sales and trading activities. These same factors also influence levels of debt and equity capital raising, restructuring opportunities and merger and acquisition activity, which affect our investment banking activities. These business environment factors are unpredictable and beyond our control, and may cause our earnings to fluctuate significantly from year to year and quarter to quarter.

External factors and market trends have varying effects on our diverse business activities. A change in economic conditions, interest rates, legislative and regulatory developments or any other external factor may have a positive, negative or neutral effect on our overall revenue and earnings during a given period. Revenue generated through our sales and trading activities is less dependent on the direction of the debt and equity markets than it is on the amount of volatility in the markets, which typically drives trading volumes. During periods of economic expansion, revenue generated from our capital raising activity generally increases while revenue from our restructuring activity generally declines. The opposite is true during periods of economic contraction, where a higher number of corporate defaults lead to increased restructuring opportunities. In general, revenue from merger and acquisition transactions fluctuates between transactions involving healthy and growing companies during periods of economic expansion to transactions involving distressed companies during periods of economic contraction.

Real GDP growth of 2.7%, a favorable interest rate environment and strong financial sponsor-backed merger and acquisition activity contributed to record levels of new issuance of fixed income securities in 2006. According to Thomson Financial, U.S. dollar-denominated proceeds raised in high yield corporate debt issuances increased 52% between 2005 and 2006, from $100 billion to $152 billion. Thomson Financial reported that total announced merger and acquisition volumes in the U.S. region increased 28% between 2005 and 2006, from $1.15 trillion to $1.48 trillion. U.S. middle market announced merger and acquisition transactions, which Thomson Financial defines as deals with a transaction value less than or equal to $500 million, increased 16% between 2005 and 2006, from total announced volume of $229 billion to $267 billion.

While U.S. and global equity markets were positive in 2007, concerns over inflation, a possible recession, volatile energy costs and geopolitical issues became increasingly pronounced. Real GDP growth declined 22.2% to 2.1% in 2007. During the second half of 2007, turmoil initially limited to the subprime mortgage market spread to other areas of the credit markets. As a result, spreads relative to comparable treasuries widened across all fixed income products. The tightening of the credit markets meaningfully impacted U.S. denominated high yield debt issuance, with volumes declining nearly 10%, to $137 billion. Despite significantly reduced merger and acquisition volumes during the second half of 2007, U.S. transaction volumes for the full year increased 6% over 2006 levels, from $1.48 trillion to nearly $1.57 trillion. However, middle market merger and acquisition volumes in the U.S. region declined 6%, from $267 billion in 2006 to $249 billion in 2007, according to Thomson Financial.

During the first half of 2008, the U.S. entered a recession. Real GDP growth slowed to 0.4% for the full year 2008. Concerns regarding future economic growth and corporate earnings created uncertainty in the capital markets. Fixed income and equity markets experienced unprecedented levels of volatility and broad-based declines in asset prices in the face of an abrupt decrease in liquidity, particularly in the fourth quarter of 2008. The financial services industry was altered dramatically over the course of the year with the bankruptcy of Lehman Brothers Holdings Inc., the consolidation of major financial institutions, the federal government assuming a conservatorship role of both the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association and the conversion of Goldman Sachs Group, Inc. and Morgan Stanley into bank holding companies. In early October 2008, the Emergency Economic Stabilization Act of 2008 was enacted, which enabled the U.S. Department of the Treasury (the “U.S. Treasury”) to purchase mortgage-related and other

 

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troubled assets from U.S. financial institutions. U.S. denominated high yield issuance experienced a precipitous decline of 73%, with volume declining from $137 billion in 2007 to $37 billion in 2008. Merger and acquisition announcements in the U.S. declined 37% to $0.99 trillion, with middle market volumes declining 28% to $178 billion.

Deterioration of the global capital markets continued into the first quarter of 2009, as evidenced by the bottoming of major equity indices in March 2009. Real GDP contracted by 6.4% on an annualized basis in the first quarter, although the rate of contraction moderated to 0.7% on an annualized basis in the second quarter of 2009. After several successive quarters of contraction, real GDP expanded in the third quarter with growth of 2.8%. The improving macroeconomic environment was represented in almost all asset classes. The Dow Jones Industrial Average, the NASDAQ, the S&P 500 and the KBW Bank Index increased approximately 47%, 64%, 55% and 156%, respectively, between March 6, 2009 and September 30, 2009. The Merrill Lynch U.S. High Yield BB index gained 29.2% between March 6, 2009 and September 30, 2009. Despite the broad recovery in the capital markets, corporate default rates remained elevated. High yield corporate defaults increased to a 12.3% rate on an annualized basis during September 2009, surpassing the post-depression record high of 12.2% reached in July 1991, according to Moody’s. Activity in the primary debt markets increased during the second and third quarters. Thomson Financial reported that global high yield issuance was $47.5 billion in the third quarter of 2009, down from $50.1 billion in the second quarter but still the third highest quarterly volume on record. Much of this volume was driven by the refinancing needs of corporate issuers. Merger and acquisition volumes continued to be depressed in the United States, with announced transaction volume of $601 billion in the first nine months of 2009, a 46% decline from the first nine months of 2008.

Components of Revenues

We operate our business as a single segment; however, we derive revenues primarily from commissions generated by institutional sales and trading and our fees from investment banking and restructuring activities.

Commissions

Institutional sales and trading generate commissions by executing transactions in fixed income and equity securities. The results of activities that support the facilitation of client orders, including matched trading transactions in fixed income and equity securities in which buyers and sellers are identified, are classified as commissions. Commissions and related clearing and transaction costs are recorded on a trade date basis as securities transactions occur.

Investment Banking

We earn investment banking fees from financial advisory services, which include advice on mergers, acquisitions, restructurings and other related matters. We also earn fees for raising capital for our corporate clients through underwritings and private placements of debt and equity securities. While the timing of success fees from mergers and acquisitions and other related matters as well as fees from capital raising are impacted by a number of market factors, we are engaged in restructuring assignments that generally provide for recurring monthly fees, retainers and success fees. Fees from investment banking and restructuring assignments are recorded when the services related to the underlying transaction are completed under the terms of the engagement.

Merger and Acquisition and Other Advisory Revenues

Our advisory revenues are generated from fees for providing advice on matters of strategic importance to our clients, including mergers, acquisitions, divestitures, and other corporate transactions. The amount and timing of fees paid vary by the type of engagement. We record fees from advisory assignments when services are completed pursuant to the engagement letter.

 

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Capital Market Revenues

We earn agency placement fees in non-underwritten transactions such as private placements of equity, debt and preferred securities offerings, including private investments in public equity (“PIPEs”) and registered direct offerings. We record private placement revenues on the closing date of the transaction. We earn fees for raising capital for our clients through capital market transactions in which we act as an underwriter. Underwriting revenues include management fees, underwriting fees and selling concessions. We record underwriting revenues, net of related syndicate expenses, at the time the underwriting is completed. Unreimbursed deal expenses associated with an underwriting are deferred until the completion of the transaction or it is deemed the transaction is unlikely to occur.

Restructuring Revenues

We earn fees for providing advice on restructurings, recapitalizations and other corporate transactions. In connection with providing financial advisory and restructuring advice, these assignments generally provide the opportunity for us to earn monthly fees, retainers and success fees. The amount and timing of fees paid vary by the type of engagement. We record fees from restructuring assignments when earned pursuant to an executed engagement letter.

Other

Principal Transactions

Principal transaction revenues include realized and unrealized net gains and losses resulting from our principal investments, which include investments for our account as the general partner of funds managed by us as well as warrants we may receive from certain investment banking assignments.

Interest, Dividends and Other

Interest, dividends and other income includes revenues derived from investments in money market and similar short term investment activities, management fees accrued on assets under management by ICAM, fees for research and miscellaneous fee income.

Components of Expenses

We classify our expenses as compensation and benefits, clearing and transaction costs, technology and market data costs, facility costs, business development, depreciation and amortization, professional fees and other expenses. A significant portion of our expense base is variable, including compensation and benefits, clearing and transaction costs and business development expenses.

Compensation and Benefits

Compensation and benefits is the largest component of our expenses and includes employee base pay, performance bonuses, sales commissions, related payroll taxes and medical and other benefits expenses. This category includes all cash and non-cash compensation and benefit expense.

Prior to this offering, compensation and benefits included fees from the management agreement paid to Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates. In connection with this offering and as part of the Reorganization, the management agreement will be terminated and Messrs. Reese and Wooster will enter into employment agreements pursuant to which they will be paid fixed salaries and performance bonuses based on our financial results.

Following this offering, our policy will be to set our total employee compensation and benefits expenses at a target level of approximately 55% of our total revenues with the exception of the one-time grant of restricted

 

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stock and/or units to certain of our employees that we intend to make upon completion of this offering. Additionally, we may record compensation and benefits expenses in excess of this percentage to the extent that expenses are incurred due to a significant expansion of our business or to any vesting of the restricted shares of our Class A common stock to be received by our employees at the time of this offering. We may change this policy in the future.

Non-Compensation Expenses

Non-compensation expenses have been modest in proportion to our total revenues as a result of our disciplined cost management.

Clearing and Transaction Costs

Clearing and transaction costs include the cost of floor and electronic brokerage and execution, securities clearance and exchange fees. We currently clear our securities transactions through our clearing broker, Pershing, LLC, and self-clear our bank debt transactions. As a result, the costs associated with self-clearing are allocated to compensation and benefits expense. Clearing and transaction costs are variable and will fluctuate based upon the type of product, transaction volumes and share quantities.

Technology and Market Data Costs

These expenses are primarily fixed and include market data, telephone, quotation costs and dues and subscription fees for various market research services.

Facility Costs

These expenses are primarily fixed and include office rent and other facility costs associated with our various offices.

Business Development

These expenses include travel and entertainment, advertising and public relations, conference and other costs to market and expand our business.

Depreciation and Amortization

These expenses include depreciation of leasehold improvements, furniture, fixtures and equipment. These expenses also included amortization of non-competition agreements, purchased engagement letters and other intangible assets.

Professional Fees

These expenses include fees paid for legal, audit and tax services.

Other

Other expenses include consulting fees, insurance, business taxes and other miscellaneous expenditures associated with our business.

Income Taxes

As a limited liability company, we were generally not subject to income taxes except in local jurisdictions.

 

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Results of Operations

Nine months ended September 30, 2009 compared to nine months ended September 30, 2008

Overview

Total revenues increased $21.8 million, or 34%, from $63.9 million for the nine months ended September 30, 2008 to $85.7 million for the nine months ended September 30, 2009. This increase was primarily due to increases in institutional sales and trading commissions of $15.8 million.

Total expenses increased $14.6 million, or 25%, from $57.2 million for the nine months ended September 30, 2008 to $71.8 million for the nine months ended September 30, 2009. The higher costs for 2009 are primarily attributed to increases in compensation and benefits of $13.6 million which reflect commissions paid to sales professionals and management fees paid to Imperial Capital Group Holdings, LLC, both of which are directly correlated to our $21.8 million increase in revenues and our $7.3 million increase in net income for the period.

Net income increased $7.3 million, or 109%, from $6.7 million for the nine months ended September 30, 2008 to $13.9 million for the nine months ended September 30, 2009.

The following table provides a comparison of our revenues and expenses for the periods presented:

 

     For the nine months
ended September 30,
   Period-to-period  
     2008     2009    $ change     % change  
     (unaudited)                   
     (dollars in thousands)  

Revenues

         

Commissions

   $ 35,560      $ 51,407    $ 15,847      45

Investment banking

     27,072        31,215      4,143      15

Principal transactions

     (276     2,301      2,577      NM   

Interest, dividends and other

     1,515        791      (724   (48 )% 
                             

Total revenues

     63,871        85,714      21,843      34

Expenses

         

Compensation and benefits

     44,504        58,065      13,561      30

Non compensation expenses:

         

Clearing and transaction costs

     1,314        1,421      107      8

Technology and market data costs

     1,597        2,047      450      28

Facility costs

     1,864        1,807      (57   (3 )% 

Business development

     1,565        2,193      628      40

Depreciation and amortization

     2,509        2,369      (140   (6 )% 

Professional fees

     2,024        1,096      (928   (46 )% 

Other

     1,820        2,771      951      52
                             

Non compensation expenses

     12,693        13,704      1,011      8
                             

Total expenses

     57,197        71,769      14,572      25
                             

Net income

   $ 6,674      $ 13,945    $ 7,271      109
                             

 

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Revenues

Commissions. Commission revenues increased by $15.8 million, or 45%, from $35.6 million for the nine months ended September 30, 2008 to $51.4 million for the nine months ended September 30, 2009. With the collapse and consolidation of several larger investment banks in 2008, we were able to fill part of the void left by these firms. Institutional sales and trading commission revenues increased as a percentage of total revenues, from 56% for the nine months ended September 30, 2008 to 60% for the nine months ended September 30, 2009.

Investment Banking. Investment banking fees increased $4.1 million, or 15%, from $27.1 million for the nine months ended September 30, 2008 to $31.2 million for the same period in 2009, and decreased as a percentage of total revenues from 42% to 36%, respectively. The increase in revenues was primarily due to higher levels of activity in our restructuring advisory group, which can be correlated to the increase in corporate defaults during the nine months ended September 30, 2009.

Principal Transactions. Revenues from principal transactions increased by $2.6 million from a loss of $0.3 million for the nine months ended September 30, 2008 to a gain of $2.3 million for the nine months ended September 30, 2009. The increase can primarily be attributed to an increase in investment gains from our investment in Long Ball Partners, LLC, a hedge fund managed by ICAM, of $2.8 million. The gain on the investment in the hedge fund increased from a loss of $1.0 million for the nine months ended September 30, 2008 to a gain of $1.8 million for the nine months ended September 30, 2009. In addition, gains from other proprietary trading positions increased from $0.8 million to $1.0 million for the nine months ended September 30, 2008 to the nine months ended September 30, 2009 and losses from other proprietary trading positions increased from $0.1 million to $0.5 million for the nine months ended September 30, 2008 to the nine months ended September 30, 2009.

Interest, Dividends and Other. Interest, dividends and other income decreased approximately $0.7 million from $1.5 million for the nine month period ended September 30, 2008 to $0.8 million for the nine month period ended September 30, 2009. The decrease can primarily be attributed to lower yields on cash and cash equivalents and a reduction in asset management fees during the nine month period ended September 30, 2009 as compared to the nine month period ended September 30, 2008.

Expenses

Compensation and Benefits. Compensation and benefits, which includes salaries, sales commissions and performance bonus compensation to our employees and amounts paid under our management agreement, increased $13.6 million, or 30%, from $44.5 million for the nine months ended September 30, 2008 to $58.1 million for the nine months ended September 30, 2009. This increase reflects increases in sales commissions paid to our sales professionals and fees paid under our management agreement. As a percentage of revenues, compensation and benefits were 68% for the nine months ended September 30, 2009 as compared to 70% for the same period in 2008.

Non-Compensation Expenses. Non-compensation expenses increased $1.0 million, or 8%, from $12.7 million for the nine months ended September 30, 2008 to $13.7 million for the nine months ended September 30, 2009. As a percentage of total revenues, non-compensation expenses decreased to 16% for the nine months ended September 30, 2009 from 20% for the same period in 2008.

Clearing and Transaction Costs. Clearing and transaction costs increased marginally by $0.1 million, or 8%, from $1.3 million for the nine months ended September 30, 2008 to $1.4 million for the nine months ended September 30, 2009. Although there was a proportionately higher increase in commission revenue for the comparable periods, clearing and transaction costs did not increase at the same rate due to a shift in product mix. Specifically, bank debt and fixed income revenues increased from $19.8 million for the nine month period ended September 30, 2008 to $44.4 million for the same period in 2009. These products generally have lower clearing and transaction costs as compared to other products.

 

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Technology and Market Data Costs. Technology and market data costs increased $0.5 million, or 28% from $1.6 million for the nine months ended September 30, 2008 to $2.0 million for the nine months ended September 30, 2009. The increase is directly related to the increase in professionals from 92 at September 30, 2008 to 101 at September 30, 2009.

Facility Costs. Facility costs decreased slightly by $0.1 million, or 3% from $1.9 million for the nine months ended September 30, 2008 to $1.8 million for the nine months ended September 30, 2009 as there were no major changes or office expansions in 2009 when compared to the same period in 2008.

Business Development. Business development costs increased approximately $0.6 million, or 40%, from $1.6 million for the nine months ended September 30, 2008 to $2.2 million for the nine months ended September 30, 2009. This increase is a result of increased marketing efforts, the addition of a new consumer conference and the growth in the number of our professionals.

Depreciation and Amortization. Depreciation and amortization costs decreased $0.1 million, or 6%, from $2.5 million for the nine months ended September 30, 2008 to $2.4 million for the nine months ended September 30, 2009. This decrease was primarily attributable to the decrease in the amortization of intangible assets associated with the acquisition of certain assets and assumption of certain liabilities of USBX Advisory Services, LLC, a middle market mergers and acquisitions advisory firm, in December 2007 (the “USBX Transaction”). At September 30, 2009 we had $0.4 million of unamortized purchased USBX intangible assets that will be amortized through December 31, 2010.

Professional Fees. Professional fees decreased $0.9 million, or 46%, from $2.0 million for the nine months ended September 30, 2008 to $1.1 million for the nine months ended September 30, 2009. Legal fees decreased as a result of certain litigation which has been resolved.

Other. Other expenses increased $1.0 million, or 52%, from $1.8 million for the nine months ended September 30, 2008 to $2.8 million for the nine months ended September 30, 2009. The increase was primarily the result of additional regulatory fees and business taxes, both of which correlated to our increase in revenues and professional staff.

Year ended December 31, 2008 compared to year ended December 31, 2007

Overview

Total revenues increased $2.1 million, or 2%, from $87.2 million for the year ended December 31, 2007 to $89.3 million for the year ended December 31, 2008. This increase was primarily due to increases in institutional sales and trading commissions of $5.3 million offset in part by increases in losses in principal transactions of $1.7 million.

Total expenses increased $4.1 million, or 5%, from $76.0 million for the year ended December 31, 2007 to $80.1 million for the year ended December 31, 2008. This increase is primarily due to increases in compensation and benefits of $2.3 million and professional fees of $2.1 million associated with certain litigation which has been resolved.

Net income decreased $2.0 million, or 18%, from $11.2 million for the year ended December 31, 2007, to $9.2 million for the year ended December 31, 2008. The decrease can primarily be attributed to investment losses in our investment in Long Ball Partners, LLC as well as increased professional fees related to certain legal matters that were resolved in 2008. Overall, the loss in principal transactions increased by $1.7 million from a loss of $0.1 million for the year ended December 31, 2007 to a loss of $1.8 million for the year ended December 31, 2008. Additionally, primarily as a result of increased legal costs, professional fees increased by $2.1 million from $1.3 million for the year ended December 31, 2007 to $3.3 million for the year ended December 31, 2008.

 

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The following table provides a comparison of our revenues and expenses for the periods presented:

 

     Year ended
December 31,
    Period-to-period  
     2007     2008     $ change     % change  
     (dollars in thousands)        

Revenues:

        

Commissions

   $ 50,875      $ 56,190      $ 5,315      10

Investment banking

     33,836        33,035        (801   (2 )% 

Principal transactions

     (122     (1,818     (1,696   NM   

Interest, dividends and other

     2,624        1,857        (767   (29 )% 
                              

Total revenues

     87,213        89,264        2,051      2

Expenses:

        

Compensation and benefits

     59,488        61,830        2,342      4

Non compensation expenses:

        

Clearing and transaction costs

     1,766        1,823        57      3

Technology and market data costs

     1,831        2,178        347      19

Facility costs

     3,626        2,469        (1,157   (32 )% 

Business development

     1,830        2,366        536      29

Depreciation and amortization

     2,042        3,480        1,438      70

Professional fees

     1,298        3,349        2,051      158

Other

     4,159        2,617        (1,542   (37 )% 
                              

Non compensation expenses

     16,552        18,282        1,730      10
                              

Total expenses

     76,040        80,112        4,072      5
                              

Net income

   $ 11,173      $ 9,152      ($ 2,021   (18 )% 
                              

Revenues

Commissions. Commission revenues increased by $5.3 million, or 10%, from $50.9 million for the year ended December 31, 2007 to $56.2 million for the year ended December 31, 2008. With the collapse and consolidation of several larger investment banks in 2008, we were able to fill part of the void left by these firms. Institutional sales and trading commission revenues increased as a percentage of total revenues, from 58% for the year ended December 31, 2007 to 63% for the year ended December 31, 2008.

Investment Banking. Investment banking fees decreased $0.8 million, or 2%, from $33.8 million for the year ended December 31, 2007 to $33.0 million for the same period in 2008, and decreased as a percentage of total revenues from 39% to 37%, respectively. This decrease can primarily be attributed to the decrease in fees from capital market transactions as the market conditions deteriorated for capital raising. As a percentage of investment banking and restructuring revenues, fees from capital markets decreased from 48% for the year ended December 31, 2007 to 21% for same period in 2008. The decrease in capital market activity was offset by an increase in fees earned from mergers and acquisitions advisory services primarily attributable to the USBX Transaction in December 2007.

Principal Transactions. The loss in principal transactions increased by $1.7 million from a loss of $0.1 million for the year ended December 31, 2007 to a loss of $1.8 million for the year ended December 31, 2008. The increase in the loss was due primarily to an increase in investment losses in our investment in Long Ball Partners, LLC of $1.0 million. The loss on the investment in Long Ball Partners, LLC increased from a loss of $0.6 million for the year ended December 31, 2007 to $1.6 million for the year ended December 31, 2008. In addition, gains from other proprietary trading positions decreased by $0.6 million from $1.4 million for the year

 

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ended December 31, 2007 to $0.8 million for the same period in 2008. Further, losses from other proprietary trading positions increased by $0.1 million from $1.0 million for the year ended December 31, 2007 to $1.1 million for the year ended December 31, 2008.

Interest, Dividends and Other. Interest, dividends and other income decreased $0.8 million from $2.6 million for the year ended December 31, 2007 to $1.9 million for the year ended December 31, 2008. The decrease can primarily be attributed to lower yields on cash and cash equivalents, reduced money market rebates received from our clearing broker and a $0.3 million decrease in research revenues earned by ICAM.

Expenses

Compensation and Benefits. Compensation and benefits, which includes salaries, sales commissions and performance bonus compensation to our employees and fees paid under our management agreement, increased $2.3 million, or 4%, from $59.5 million for the year ended December 31, 2007 to $61.8 million for the year ended December 31, 2008. This increase primarily reflects increases in sales commissions paid to our sales professionals. As a percentage of revenues, compensation and benefits were 69% for the year ended December 31, 2008 as compared to 68% for the same period in 2007.

Non-Compensation Expenses. Non-compensation expenses increased $1.7 million, or 10%, from $16.6 million for the year ended December 31, 2007 to $18.3 million for the year ended December 31, 2008. The increase in costs can primarily be attributed to increases in amortization expense associated with certain intangible assets acquired in the USBX Transaction. Additionally, as we continued to expand our investment banking and restructuring efforts, business development costs increased as well during this same period. As a percentage of total revenues, non-compensation expenses increased to 20% for the year ended December 31, 2008 from 19% for the same period in 2007.

Clearing and Transaction Costs. Clearing and transaction costs increased marginally by $0.1 million, or 3%, from $1.8 million for the year ended December 31, 2007 to $1.8 million for the year ended December 31, 2008. Although there was an increase in commission revenue for the comparable periods, clearing and transaction costs did not increase at the same rate due to a shift in product mix. Specifically, bank debt and fixed income revenues increased from $22.1 million for the year ended December 31, 2007 to $36.3 million for the year ended December 31, 2008. These products generally have lower clearing and transaction costs as compared to other products.

Technology and Market Data Costs. Technology and market data costs increased $0.3 million, or 19%, from $1.8 million for the year ended December 31, 2007 to $2.2 million for the year ended December 31, 2008. This increase is a result of increased costs associated with service provided by Bloomberg Finance L.P. as well as additional costs related to market data for investment banking activity.

Facility Costs. Facility costs decreased by $1.2 million, or 32%, from $3.6 million for the year ended December 31, 2007 to $2.5 million for the year ended December 31, 2008. We incurred additional costs and rents as part of the relocation of offices in Los Angeles and New York. The relocations were completed in 2007.

Business Development. Business development costs increased approximately $0.5 million, or 29%, from $1.8 million for the year ended December 31, 2007 to $2.4 million for the year ended December 31, 2008. This increase is a result of additional conference costs as well as travel costs associated with investment banking.

Depreciation and Amortization. Depreciation and amortization costs increased $1.4 million, or 70%, from $2.0 million for the year ended December 31, 2007 to $3.5 million for the year ended December 31, 2008. This increase can primarily be attributed to the amortization of certain intangible assets acquired in the USBX Transaction.

 

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Professional Fees. Professional fees increased $2.1 million, or 158%, from $1.3 million for the year ended December 31, 2007 to $3.3 million for the year ended December 31, 2008. In 2008, we resolved certain legal matters that resulted in increased legal costs as compared to the prior year.

Other. Other expenses decreased $1.5 million, or 37%, from $4.2 million for the year ended December 31, 2007 to $2.6 million for the year ended December 31, 2008. Other expenses decreased primarily as a result of reductions in payments to third parties involved in investment banking transactions as well as reductions in moving and relocation costs.

Year ended December 31, 2007 compared to year ended December 31, 2006

Overview

Total revenues increased $8.0 million, or 10%, from $79.2 million for the year ended December 31, 2006 to $87.2 million for the year ended December 31, 2007. This increase was primarily the result of increases in investment banking and restructuring of $12.0 million offset in part by decreases in revenues from principal transactions of $3.9 million.

Total expenses increased $9.1 million, or 14%, from $66.9 million for the year ended December 31, 2006 to $76.0 million for the year ended December 31, 2007, primarily due to an increase in compensation and benefits of $7.0 million, facility costs of $2.4 million and depreciation and amortization of $1.3 million.

Net income decreased $1.1 million, or 9%, from $12.3 million for the year ended December 31, 2006, to $11.2 million for the year ended December 31, 2007. The decrease can primarily be attributed to increased costs as related to our office relocations in Los Angeles and New York. Primarily as a result of the office relocations, facility costs increased by $2.4 million from $1.2 million for the year ended December 31, 2006 to $3.6 million for the year ended December 31, 2007. Additionally, depreciation and amortization increased by $1.3 million from $0.7 million for the year ended December 31, 2006 to $2.0 million for the year ended December 31, 2007.

 

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The following table provides a comparison of our revenues and expenses for the periods presented:

 

     Year ended
December 31,
    Period-to-period  
      2006    2007     $ change     % change  
     (dollars in thousands)        

Revenues:

         

Commissions

   $ 52,215    $ 50,875      ($ 1,340   (3 )% 

Investment banking

     21,855      33,836        11,981      55

Principal transactions

     3,824      (122     (3,946   (103 )% 

Interest, dividends and other

     1,285      2,624        1,339      104
                             

Total revenues

     79,179      87,213        8,034      10

Expenses:

         

Compensation and benefits

     52,519      59,488        6,969      13

Non compensation expenses:

         

Clearing and transaction costs

     1,789      1,766        (23   (1 )% 

Technology and market data costs

     1,843      1,831        (12   (1 )% 

Facility costs

     1,194      3,626        2,432      204

Business development

     1,339      1,830        491      37

Depreciation and amortization

     732      2,042        1,310      179

Professional fees

     1,711      1,298        (413   (24 )% 

Other

     5,770      4,159        (1,611   (28 )% 
                             

Non compensation expenses

     14,378      16,552        2,174      15
                             
Total expenses      66,897      76,040        9,143      14
                             

Net income

   $ 12,282    $ 11,173      ($ 1,109   (9 )% 
                             

Revenues

Commissions. Commission revenues decreased by $1.3 million, or 3%, from $52.2 million for the year ended December 31, 2006 to $50.9 million for the year ended December 31, 2007. This decrease in commissions can primarily be attributed to the loss of a sales professional.

Investment Banking. Investment banking fees increased $12.0 million, or 55%, from $21.9 million for the year ended December 31, 2006 to $33.8 million for the same period in 2007, and increased as a percentage of total revenues from 28% to 39%, respectively. This increase can primarily be attributed to the increase in fees from capital market transactions. As a percentage of investment banking and restructuring revenues, fees from capital markets increased from 34% for the year ended December 31, 2006 to 48% for same period in 2007.

Principal Transactions. Revenues from principal transactions decreased by $3.9 million from a gain of $3.8 million for the year ended December 31, 2006 to a loss of $0.1 million for the year ended December 31, 2007. The fluctuation can primarily be attributed to a decrease in opportunities in principal investing in 2007. The loss on the investment in Long Ball Partners, LLC was $0.5 million for the year ended December 31, 2007, the first year of our investment in this hedge fund. In addition, gains from other proprietary trading positions decreased by $2.6 million from $4.0 million for the year ended December 31, 2006 to $1.4 million for the same period in 2007. Further, losses from other proprietary trading positions increased by $0.8 million from $0.2 million for the year ended December 31, 2006 to $1.0 million for the year ended December 31, 2007.

Interest, Dividends and Other. Interest, dividends and other income increased $1.3 million from $1.3 million for the year ended December 31, 2006 to $2.6 million for the year ended December 31, 2007. This increase in interest, dividends and other can primarily be attributed to the additional asset management fees earned by ICAM.

 

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Expenses

Compensation and Benefits. Compensation and benefits, which includes salaries, sales commissions and performance bonus compensation to our employees and fees paid under our management agreement, increased $7.0 million, or 13%, from $52.5 million for the year ended December 31, 2006 to $59.5 million for the year ended December 31, 2007. This increase reflects increases in bonuses paid to the investment banking and restructuring professionals as a result of increased fees in investment banking and restructuring activity. As a percentage of revenues, compensation and benefits were 68% for the year ended December 31, 2007 as compared to 66% for the same period in 2006.

Non-Compensation Expenses. Non-compensation expenses increased $2.2 million, or 15%, from $14.4 million for the year ended December 31, 2006 to $16.6 million for the year ended December 31, 2007. The increase in costs is primarily attributable to our office relocations in Los Angeles and New York. As a result of the office relocations, we took a loss on the disposal of certain fixed assets and leasehold improvements relating to our prior office locations. Furthermore, additional rents and amortization and depreciation costs were recognized as the result of increases in leasehold improvements and the purchase of additional fixed assets associated with the our new offices in Los Angeles and New York. As a percentage of total revenues, non-compensation expenses increased to 19% for the year ended December 31, 2007 from 18% for the same period in 2006.

Clearing and Transaction Costs. Clearing and transaction costs decreased marginally by 1% from $1.8 million for the year ended December 31, 2006 to $1.8 million for the year ended December 31, 2007 which follows our drop in commissions from 2006 to 2007.

Technology and Market Data Costs. Technology and market data costs decreased marginally by 1% from $1.8 million for the year ended December 31, 2006 to $1.8 million for the year ended December 31, 2007.

Facility Costs. Facility costs increased by $2.4 million, or 204%, from $1.2 million for the year ended December 31, 2006 to $3.6 million for the year ended December 31, 2007. We incurred additional costs and rents as part of the relocation of offices in Los Angeles and New York. The relocations were completed in 2007.

Business Development. Business development costs increased approximately $0.5 million, or 37%, from $1.3 million for the year ended December 31, 2006 to $1.8 million for the year ended December 31, 2007. This increase is a result of additional conference costs as well as travel costs associated with investment banking.

Depreciation and Amortization. Depreciation and amortization costs increased $1.3 million, or 179%, from $0.7 million for the year ended December 31, 2006 to $2.0 million for the year ended December 31, 2007. This increase reflects the additional depreciation and amortization expense related to the purchase of fixed assets and leasehold improvements for our new offices, as well as the loss on the disposal of fixed assets and leasehold improvements, resulting from our Los Angeles and New York office relocations.

Professional Fees. Professional fees decreased $0.4 million, or 24%, from $1.7 million for the year ended December 31, 2006 to $1.3 million for the year ended December 31, 2007. We reduced external legal costs associated with bank debt transactions by hiring internal legal counsel to provide these services.

Other. Other expenses decreased $1.6 million, or 28%, from $5.8 million for the year ended December 31, 2006 to $4.2 million for the year ended December 31, 2007. Other expenses decreased primarily as a result of reduction in fees paid to third parties involved in investment banking transactions. In addition, there was a reduction in expenses to other broker-dealers in connection with the decrease in our commission recapture business.

 

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Liquidity and Capital Resources

Cash Flows

We have historically maintained a highly liquid balance sheet, with a substantial portion of our total assets consisting of cash and cash equivalents and short-term receivables. The highly liquid nature of these assets provides us with flexibility in financing and managing our business. Additionally, we actively manage our liquidity profile and counterparty relationships given current credit market conditions.

We are the parent of ICG LP, and ICG LP is the parent of Imperial Capital, LLC, ICAM and Imperial Capital Loan Trading, LLC. Applicable laws and regulations, primarily the net capital rules discussed below, restrict dividends and transfers from Imperial Capital, LLC to us. Our rights to participate in the assets of any subsidiary are also subject to prior claims of the subsidiary’s creditors, including clients and trade creditors of ICG LP, Imperial Capital, LLC, ICAM and Imperial Capital Loan Trading, LLC.

The timing of bonus and retention compensation payments to our employees may significantly affect our cash position and liquidity from period to period. Historically, we have paid bonuses on a semi-annual basis to investment banking, research and trading professionals. The bonus compensation typically is a large component of their total compensation. We accrue for the estimated amount of these bonus payments ratably over the applicable service period. Bonus payments may have a greater impact on our cash position and liquidity in the periods in which they are paid than would otherwise be reflected in our consolidated statements of operations. Prior to the Reorganization, fees paid under the management agreement were paid on a quarterly basis. After making assessments of current and future cash needs as well as net capital requirements, we have made periodic cash distributions to the historic partners of ICG LP on a discretionary basis. Over the past five years, the annual amount of the distribution has ranged from 69% to 120% of annual net income.

As a registered broker-dealer, Imperial Capital, LLC is subject to the uniform net capital rule of the SEC. We use the alternative method which requires net capital to exceed $250,000. We may be prohibited from expanding our business or paying dividends if resulting net capital falls below the regulatory limit. We expect these limits will not impact our ability to meet current and future obligations. At September 30, 2009, Imperial Capital, LLC’s net capital was $14.0 million, or $13.8 million in excess of the minimum required net capital under Rule 15c3-1 of the Exchange Act.

Because of the nature of our investment banking and restructuring and institutional sales and trading activities, liquidity is important to us. Accordingly, we regularly monitor our liquidity position, including our cash and net capital positions. We believe that our available liquidity and current level of equity capital, combined with funds anticipated to be provided by operating activities, will be adequate to meet our liquidity and regulatory capital requirements for at least the next 12 months, without considering the net proceeds to us from this offering.

We have historically satisfied our capital and liquidity requirements through capital raised from our partners and internally generated cash from operations. As of September 30, 2009, we had liquid assets of $29 million, primarily consisting of cash and cash equivalents and receivables from clearing brokers.

Revolving Credit Facility

ICG LP entered into a revolving credit facility, dated as of May 9, 2007, as amended on November 7, 2008 and September 28, 2009 with the Lender. The revolving credit facility provides for an aggregate loan commitment amount of $25.0 million to be made available to ICG LP on a revolving basis until November 9, 2010 (the “Termination Date”). At ICG LP’s option, a portion of the revolving credit facility, not to exceed $7.5 million, may be extended until November 9, 2014. As of September 30, 2009, $10.0 million was outstanding under the revolving credit facility.

 

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All borrowings under the revolving credit facility bear interest at a rate per annum equal to an applicable margin, plus ICG LP’s option of (i) the prime rate (as most recently announced by the Lender at its principal office in Los Angeles, California) (the “Base Rate”) or (ii) the quotient of (x) the London InterBank Offered Rate divided by (y) 1 minus the Eurocurrency Reserve Requirement (as defined in the revolving credit facility agreement) (the “LIBOR Rate”). In addition to paying interest on outstanding principal under the revolving credit facility, ICG LP is required to pay a commitment fee to the Lender in respect of unutilized loan commitments at a rate of 0.25% per annum.

All of ICG LP’s obligations under the revolving credit facility are guaranteed by ICAM. In addition, the revolving credit facility and the related guarantee is secured by a perfected security interest in (1) substantially all of the ICG LP’s existing and future material assets, (2) substantially all of the existing and future material assets of ICAM and (3) all of the capital stock of Imperial Capital, LLC and ICAM owned directly by ICG LP.

The revolving credit facility will permit all or any portion of the loans outstanding to be prepaid at any time without premium or penalty. We are required to pay all interest due, in the case of Base Rate loans, on the first day of each calendar quarter and on the Termination Date and, in the case of LIBOR Rate loans, on the last day of each one, two, three or six month interest period, as chosen by ICG LP at the time of the borrowing, and on the Termination Date. On the Termination Date, the outstanding principal balance of all loans under the revolving credit facility will be converted into a single term loan, which is repayable in 16 equal quarterly installments.

The revolving credit facility and related agreements contains customary covenants, including, but not limited to, maximum debt leverage ratio, minimum net worth, minimum fixed charge coverage ratio and certain other limitations on ICG LP and its subsidiaries’ ability to incur additional indebtedness, dispose of assets, guarantee other obligations, repay indebtedness or amend debt instruments, create liens on assets, make investments, make acquisitions, engage in mergers or consolidations or engage in transactions with subsidiaries and affiliates and otherwise restrict corporate activities. As of the date of this prospectus, we are in compliance with all of our covenants under the revolving credit facility.

In addition to the covenants listed above, the revolving credit facility restricts ICG LP’s and its subsidiaries’ ability to make dividend payments or similar distributions to the partners of ICG LP in any given fiscal year unless ICG LP, prior to, as well as subsequent to, making such dividend payments or distributions, is in compliance with the financial covenants.

The revolving credit facility contains events of default, including, without limitation (subject to customary grace periods, cure rights and materiality thresholds), defaults based on:

 

   

the failure to make payments under the revolving credit facility when due;

 

   

breach of covenants;

 

   

inaccuracies of representations and warranties;

 

   

cross-defaults and cross-acceleration to other material indebtedness;

 

   

bankruptcy and insolvency events;

 

   

material judgments; and

 

   

the occurrence of a change of control.

 

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If an event of default occurs, the revolving facility commitment may be terminated by the Lender, the unpaid principal and any accrued and unpaid interest shall become immediately due and payable and the Lender may take various other actions, including all actions permitted to be taken by a secured creditor.

Noncontrolling Interest

Upon completion of the Reorganization, the consummation of this offering and our acquisition of partnership units of ICG LP using the net proceeds of this offering, we will record significant net income attributable to noncontrolling interest relating to the ownership interest of ICGI Holdings, LLC in ICG LP. As described in “The Reorganization Transactions and our Organizational Structure,” we will be the sole general partner of ICG LP. Accordingly, although Imperial Capital Group, Inc. will have a minority economic interest in ICG LP, it will control the management of ICG LP. As a result, Imperial Capital Group, Inc. will consolidate ICG LP and record net income attributable to noncontrolling interest for the economic interest in ICG LP held by ICGI Holdings, LLC.

Cash Flows

Nine months ended September 30, 2009

Cash increased by $4.8 million for the nine months ended September 30, 2009, primarily as a result of cash provided by operating activities offset by cash used in financing activities. Our operating activities for the nine months ended September 30, 2009 provided $8.9 million of cash from net income of $13.9 million, adjusted for the cash used in the change in operating assets and liabilities of $5.7 million and adjusted by non-cash revenue and expense items of $0.7 million. Our investing activities used $1.2 million of cash in the nine months ended September 30, 2009 primarily due to earn-out payments. Our financing activities used $3.0 million during this period primarily as a result of distributions to historic partners of ICG LP of $14.0 million offset by a net increase in borrowing under our revolving credit facility of $10.0 million.

Year Ended December 31, 2008

Cash decreased $0.5 million in the year ended December 31, 2008, due to positive operating cash flow, offset by cash used in investing and financing activities. Our operating activities provided $11.0 million of cash from net income of $9.2 million, adjusted for the cash used from the change in operating assets and liabilities of $3.3 million and adjusted by non-cash revenue and expense items of $5.2 million. The decrease in cash from operating assets and liabilities was primarily attributable to a decrease in accounts payable and accrued liabilities and an increase in receivables and other assets. The non-cash items consisted primarily of depreciation and amortization expense of $3.5 million and unrealized loss on investments in limited partnerships and limited liability companies of $1.7 million. Our investing activities used $3.3 million of cash primarily due to the earn-out payments related to the USBX Transaction. Our financing activities used $8.2 million during this period primarily as a result of distributions to historic partners of ICG LP of $6.3 million and redemptions of member’s units of $2.3 million.

Year Ended December 31, 2007

Cash increased $7.7 million during the year ended December 31, 2007, primarily due to positive cash flows from operating and financing activities offset by cash used in investing activities. Our operating activities provided $13.9 million of cash from net income of $11.2 million, adjusted for the cash provided in the change in operating assets and liabilities of $0.1 million and adjusted by non-cash revenue and expense items of $2.6 million. The non-cash items consisted primarily of depreciation and amortization expense of $1.6 million, a loss on disposal of fixed assets of $0.4 million, and net unrealized loss on investments in limited partnerships and limited liability companies of $0.6 million. Our investing activities used $8.6 million of cash primarily due to the purchase of fixed assets associated with our office relocations and the acquisition of intangible assets related to the USBX Transaction. Our financing activities provided $2.4 million during this period primarily as a result of proceeds from issuances of membership interests in Imperial Capital Group, LLC of $15.3 million offset by distributions to historic partners of ICG LP of $10.2 million and payments on subordinated borrowings of $2.3 million.

 

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Year Ended December 31, 2006

Cash increased $3.7 million during the year ended December 31, 2006, primarily due to positive cash flows from operating activities offset by cash used in investing and financing activities. Our operating activities provided $17.4 million of cash from net income of $12.3 million, adjusted for the cash provided from the change in operating assets and liabilities of $4.4 million and adjusted by non-cash revenue and expense items of $0.7 million. The change in operating asset and liabilities of $4.4 million was primarily due to a decrease in securities owned and increases in commission and fees payable and accounts payable and accrued liabilities. The non-cash items consisted primarily of depreciation and amortization expense of $0.7 million. Our investing activities used $2.6 million of cash primarily for the purchase of fixed assets and leasehold improvements associated with our office relocations. Our financing activities used $11.2 million during this period primarily for distributions to historic partners of ICG LP of $9.6 million and redemptions of member’s units of $1.9 million.

Contractual Obligations

The following table provides a summary of our contractual obligations as of December 31, 2008:

 

Payments Due by Period (in thousands)

   Total    2009    2010    2011    2012    Thereafter

Operating lease obligations

   $ 21,583    $ 3,052    $ 2,577    $ 2,396    $ 2,493    $ 11,065

Other contractual obligations(1)

     —        —        —        —        —        —  

Total

   $ 21,583    $ 3,052    $ 2,577    $ 2,396    $ 2,493    $ 11,065

 

(1)

Excludes capital commitments on private limited partnership interests held by ICAM of $20 million in the aggregate that can be called at any time.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of December 31, 2008 or as of September 30, 2009.

Risk Management

Risk is an inherent part of our business and activities. The extent to which we properly and effectively identify, assess, monitor and manage each of the various types of risk involved in our activities is critical to our financial soundness and profitability. We seek to identify, assess, monitor and manage the following principal risks involved in our business activities: market, counterparty and credit, operational, legal and compliance, reputational, interest and other. Risk management is a multi-faceted process that requires constant communication, judgment and knowledge of financial products and markets. Senior management takes an active role in the risk management process and requires specific administrative and business functions to assist in the identification, assessment and control of various risks. Our risk management policies, procedures and methodologies are subject to ongoing review and modification.

Market Risk

Market risk represents the risk of loss that may result from the change in value of a financial instrument due to fluctuations in its market price and is inherent in financial instruments. Market risk may be exacerbated in times of trading illiquidity when market participants refrain from transacting in normal quantities and/or at normal bid-offer spreads. Our exposure to market risk is directly related to our role as a financial intermediary in client trading and investment activities.

In connection with our institutional sales and trading business, we have historically maintained a relatively low level of exposure to the market. We monitor and review reports on security positions and

 

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transactions on a real-time basis to assess the appropriate level of risk for the company. Risk management procedures include price verification procedures, position reconciliations and reviews of transaction bookings. We believe these procedures, which stress timely communications between traders, trading management and senior management, are important elements of the risk management process.

Counterparty and Credit Risk

Imperial Capital, LLC, our broker-dealer subsidiary, receives and executes client orders. Securities transactions are then settled by an unrelated clearing organization that maintains custody of clients’ securities and provides financing to clients. Substantially all of our institutional sales and trading clients are institutions that clear their securities transactions through prime brokerage or custodial accounts maintained with other broker dealers or banking institutions. Accordingly, trade settlements are generally effectuated on a delivery versus payment or a receipt versus payment basis. These institutional clients generally do not deposit cash or securities with Imperial Capital, LLC. In the event a client fails to settle a trade on its original terms, we may be required to purchase or sell financial instruments at prevailing market prices and seek reimbursement for losses from the client in accordance with standard industry practices. We seek to control the risks associated with our services through client screening and selection procedures and timely communication and affirmation of transaction terms with our institutional clients’ prime brokers and custodial banks.

We primarily transact in bank debt on an agency basis; however, we occasionally effect transactions in a principal capacity through Imperial Capital Loan Trading, LLC, our subsidiary. Unlike securities transactions, transactions in bank debt are cleared and settled internally rather than by our clearing broker. Accordingly, we may be exposed to greater risk in such transactions. For example, settlement periods for bank debt transactions can be lengthy and, accordingly, we are exposed to greater amounts of counterparty risk. Additionally, bank debt transactions generally require approval of both the agent bank and the borrower which may jeopardize the settlement of the respective transaction. To minimize these risks, we take steps to review lender qualification requirements and other information before effecting transactions in bank debt. Furthermore, we remain actively involved throughout the settlement process to limit our risk as much as possible.

Operational Risk

Operational risk generally refers to the risk of loss resulting from our operations, including, but not limited to, improper or unauthorized execution and processing of transactions, deficiencies in our operating systems, business disruptions and inadequacies or breaches in our internal control processes. Our business is highly dependent on our ability to process, on a daily basis, a large number of transactions across numerous and diverse markets in many currencies. In addition, the transactions we process have become increasingly complex. If any of our financial, accounting or other data processing systems do not operate properly or are disabled or if there are other shortcomings or failures in our internal processes, people or systems, we could suffer an impairment to our liquidity, financial loss, a disruption of our business, liability to clients, regulatory intervention or reputational damage. These systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including a disruption of electrical or communications services or our inability to occupy one or more of our buildings. The inability of our systems to accommodate an increasing volume of transactions could also constrain our ability to expand our business.

We also face the risk of operational failure or termination of any of the clearing agents, exchanges, clearing houses or other financial intermediaries we use to facilitate our securities transactions. Any such failure or termination could adversely affect our ability to effect transactions and manage our exposure to risk.

In addition, despite the contingency plans we have in place, our ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports our business and the communities in which they are located. This may include a disruption involving electrical, communications, transportation or other services used by us or third parties with which we conduct business.

 

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Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, and other events that could have a security impact. If one or more of such events occur, this potentially could jeopardize our or our clients’ or counterparties’ confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, our clients’, our counterparties’ or third parties’ operations. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us.

Legal and Compliance Risk

Legal and compliance risk includes the risk of non-compliance with applicable legal and regulatory requirements. We are subject to extensive regulation in the different jurisdictions in which we conduct our business and by the various Federal and state governmental regulators that we are registered with or licensed by, and by the self-regulatory organizations of which we are a member. We have various procedures addressing issues such as regulatory capital requirements, institutional sales and trading practices, information barriers and the use of non-public information, handling of client funds and securities, anti-money laundering and privacy.

Reputational Risk

We recognize that maintaining our reputation among clients, investors, regulators and the general public is an important aspect of minimizing legal and operational risks. Maintaining our reputation depends on a large number of factors, including the selection of our clients and the conduct of our business activities. We seek to maintain our reputation by screening potential clients and by conducting our business activities in accordance with high ethical standards.

Interest Rate Risk

Interest rate risk represents the potential loss from adverse changes in market interest rates. As we may hold U.S. Treasury securities and other fixed income securities and may incur interest-sensitive liabilities from time to time, we are exposed to interest rate risk arising from changes in the level and volatility of interest rates and in the shape of the yield curve.

Other Risk

Other risks encountered by us include political, regulatory and tax risks. These risks reflect the potential impact that changes in local and international laws and tax statutes have on the economics and viability of current or future transactions. In an effort to mitigate these risks, we review new and monitor pending regulations and legislation that are likely to have a material effect on our business operations.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and of revenues and expenses during the reporting periods. We base our estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. The use of different estimates and assumptions could produce materially different results. For example, if factors such as those described in “Risk Factors” cause actual events to differ from the assumptions we used in applying the accounting policies, our results of operations, financial condition and liquidity could be adversely affected.

 

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Our significant accounting policies are summarized in note 1 to our consolidated financial statements included elsewhere in this prospectus. On an ongoing basis, we evaluate our estimates and assumptions, particularly as they relate to accounting policies that we believe are most important to the presentation of our consolidated financial condition and results of operations. We regard an accounting estimate or assumption to be most important to the presentation of our consolidated financial condition and results of operations where:

 

   

the nature of the estimate or assumption is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and

 

   

the impact of the estimate or assumption on our financial condition or operating performance is material.

Using the foregoing criteria, we believe the following to be our critical accounting policies:

Fair Value Hierarchy

We adopted the required provisions of new accounting guidance issued by the FASB on fair value measurements, which, among other things, defined fair value, established a framework for measuring fair value, established a fair value hierarchy based on the inputs used to measure fair value and enhanced disclosure requirements for fair value measurements. The new accounting guidance maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect our assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the transparency of inputs as follows:

 

Level 1:

   Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level 2:

   Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data, and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed.

Level 3:

   Instruments that have little to no pricing observability as of the reported date. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

Valuation of Investments

Investments are measured at fair value. Fair value is generally based on quoted market prices. If quoted market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations, price activity for equivalent instruments and valuation pricing models, as determined by our management.

Exchange-Traded Equity Securities

Exchange-traded equity securities are generally valued based on quoted prices from the exchange. To the extent these securities are actively traded, valuation adjustments are not applied. Equity securities not traded on an exchange or reported in a trade reporting system and securities that are generally restricted from resale are valued at estimated fair value as determined by the our management.

 

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Corporate Bonds

The fair value of corporate bonds is estimated using recently executed transactions and market price quotations (where observable) and are classified as Level 2. We also deal in high-yield and distressed debt securities. Determination of market value of high-yield and distressed debt securities and certain other securities may involve subjective judgment since the amount which may be realized in a sales transaction can only be determined by negotiation between parties to such a transaction. The fair vale of high-yield and distressed debt securities is estimated based on expected cash returns based on potential transaction expectations, reorganization documents, court orders, or past experience with similar securities and are classified as Level 3. The amounts realized from future transactions may differ materially from the market values reflected in the statement of financial condition.

Warrants

We may acquire warrants in the ordinary course of business for trading or investment purposes. Exchange-traded warrants are generally valued based on quoted prices from the exchange and are considered Level 1. Warrants not traded on an exchange are valued at estimated fair value as determined by our management’s potential transaction expectations or option pricing models and are considered Level 3.

Investments in Limited Partnerships and Limited Liability Companies

We invest in limited partnerships and limited liability companies which are valued at fair value as determined by our management. We are the managing member of Long Ball Partners, LLC and the general partner of Imperial Capital Private Opportunities, LP. Certain investments in limited partnerships and limited liability companies are valued at cost, which management believes approximates fair value. Investments in related limited partnerships and limited liability companies are valued at our ownership interest in the related party as applied to the net assets of the related party at year end. Investments in unrelated parties are valued at our ownership interest applied to the appraised fair value of the underlying net assets of the unrelated party, as determined by an external valuation specialist on an annual basis. The appraised fair value considers comparable multiples for similar assets and discounting expected cash flows which are considered Level 3.

Goodwill and Intangible Assets

In accordance with accounting guidance issued by the FASB on business combinations and goodwill and other intangible assets, identifiable intangible assets with finite lives are being amortized using the straight-line method over estimated useful lives of between two to three years, except for engagement letters, which are amortized based on the associated revenue recognized related to these letters. In addition, goodwill and intangible assets deemed to have indefinite lives are subject to annual impairment tests. We evaluate goodwill for impairment on an annual basis during the fourth quarter each year or more frequently if impairment indicators arise. A significant impairment could have a material adverse effect on our financial condition and results of operations. No impairment charges were recorded in 2006, 2007 or 2008 or during the nine months ended September 30, 2009.

Impairment of Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If we determine an impairment of a long-lived asset has occurred, the asset will be written down to its estimated fair value, which is based primarily on expected discounted future cash flows. There were no impairments recorded during 2006, 2007 or 2008 or during the nine months ended September 30, 2009.

 

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Legal and Other Contingent Liabilities

We are involved in various pending and potential complaints, arbitrations, legal actions, investigations and proceedings related to our business from time to time. Some of these matters involve claims for substantial amounts, including claims for punitive and other special damages. The number of complaints, legal actions, investigations and regulatory proceedings against financial institutions like us has been increasing in recent years. We have, after consultation with counsel and consideration of facts currently known by management, recorded estimated losses in accordance with accounting guidance issued by the FASB, to the extent that a claim may result in a probable loss and the amount of the loss can be reasonably estimated. The determination of these reserve amounts requires significant judgment on the part of management and our ultimate liabilities may be materially different. In making these determinations, management considers many factors, including, but not limited to, the loss and damages sought by the plaintiff or claimant, the basis and validity of the claim, the likelihood of successful defense against the claim and the potential for, and magnitude of, damages or settlements from such pending and potential complaints, legal actions, arbitrations, investigations and proceedings, and fines and penalties or orders from regulatory agencies.

If a potential adverse contingency should become probable or resolved for an amount in excess of the established reserves during any period, our results of operations in that period and, in some cases, succeeding periods could be adversely affected.

Recently Issued Accounting Standards

Uncertainty in Income Taxes

In June 2006, the FASB issued guidance on accounting for uncertainty in income taxes, which establishes that a tax position taken or expected to be taken in a tax return is to be recognized in the financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The adoption of the guidance on accounting for uncertainty in income taxes is not expected to have a material impact on our financial statements.

Fair Value Measurements

On January 1, 2008, we adopted, on a prospective basis, the required provisions of new accounting guidance issued by the FASB on fair value measurements, which, among other things, defined fair value, established a framework for measuring fair value and enhanced disclosure requirements about fair value measurements with respect to its financial assets and financial liabilities. On January 1, 2009, we adopted the remaining provisions of the new guidance issued, as permitted by an amendment which delayed the effective date of the new accounting guidance for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). These nonfinancial items included, for example, reporting units required to be measured at fair value for annual goodwill impairment testing purposes and nonfinancial assets acquired and liabilities assumed in a business combination. Neither the adoption of the required provisions of the new guidance, nor the subsequent adoption of the remaining provisions of the new guidance as permitted by the amendment, had a material impact on our financial statements.

On April 1, 2009, we adopted, on a prospective basis, additional accounting guidance issued by the FASB on fair value measurements. The additional accounting guidance assists in the determination of fair value for securities or other financial assets when the volume and level of activity for such items have significantly decreased when compared with normal market activity and there is no longer sufficient frequency or volume to provide pricing information on an ongoing basis. The additional accounting guidance also assists in determining whether or not a transaction is orderly and whether or not a transaction or quoted price can be considered in the determination of fair value. Accordingly, the additional accounting guidance does not apply to quoted prices for identical assets or liabilities in active markets categorized as Level 1 in the fair value measurement hierarchy, and

 

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also requires that additional fair value disclosures be included on an interim basis. See Note 3 of our consolidated financial statements included elsewhere in this prospectus for the additional disclosures provided pursuant to the additional accounting guidance. The adoption of additional guidance regarding fair value measurements did not materially impact our financial statements.

Subsequent Events

In May 2009, the FASB issued new accounting guidance on subsequent events. The new accounting guidance requires that management evaluate events and transactions that may occur for potential recognition or disclosure in the financial statements after the balance sheet date through the date the financial statements are issued and determines the circumstances under which such events or transactions must be recognized in the financial statements. We adopted the new accounting guidance as of our financial period ended June 30, 2009. The adoption of the new accounting guidance did not have an effect on our financial statements.

Transfers of Financial Assets

In June 2009, the FASB issued new guidance on accounting for transfers of financial assets. The new accounting guidance eliminates the concept of a qualifying special purpose entity, requires that a transferor consider all arrangements made contemporaneously with, or in contemplation of, a transfer of assets when determining whether derecognition of a financial asset is appropriate, clarifies the requirement that a transferred financial asset be legally isolated from the transferor and any of its consolidated affiliates, stipulates that constraints on a transferee’s ability to freely pledge or exchange transferred assets causes the transfer to fail sale accounting, and defines participating interests and provides guidance on derecognizing participating interests. We will adopt the new accounting guidance as of January 1, 2010. We are currently evaluating the impact of the new accounting guidance on our financial statements.

Variable Interest Entities

In June 2009, the FASB amended its guidance on variable interest entities. The amended guidance changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. It also requires a company to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. The requirements of the amended accounting guidance are effective for interim and annual periods beginning after November 15, 2009 and early adoption is prohibited. We are currently assessing the impact of the amended accounting guidance on our financial statements.

Generally Accepted Accounting Principles

In June 2009, the FASB issued new accounting guidance on FASB Accounting Standards Codification and the hierarchy of generally accepted accounting principles. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts but will instead issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the FASB Accounting Standards Codification. These changes and the FASB Accounting Standards Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on our financial statements.

Revenue Recognition

In October 2009, the FASB issued new guidance on the accounting and disclosure for revenue recognition. The new guidance, which is effective for fiscal years beginning on or after June 15, 2010 (early adoption is permitted), modify the criteria for recognizing revenue in multiple element arrangements and the scope of what constitutes a non-software deliverable. We are currently assessing the impact of the new accounting guidance on our financial statements.

 

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BUSINESS

Imperial Capital

We are an independent, full-service investment bank offering a uniquely integrated platform of diverse products and services. We offer sophisticated sales and trading services to institutional investors and a wide range of investment banking advisory, capital markets and restructuring services to middle market corporate clients. We also provide proprietary research across a company’s capital structure, including bank debt, debt securities, hybrid securities, preferred and common equity and special situations claims. The integration of our complementary business activities allows us to provide superior service and solutions for our clients and presents opportunities to leverage client relationships to increase transaction volumes and revenues across our platform. We believe this diversified and integrated business model has reduced the volatility of our results over various market and economic cycles and has positioned us well for future growth.

We have diversified our revenues by service, product and industry, which has allowed us to be consistently profitable each year since 1999 through a variety of economic and capital market environments, including the recent recession. We earn commissions on our institutional sales and trading activities for executing trades for institutional investors across a range of asset classes. In our investment banking group, we earn fees for providing capital raising and financial advisory services as well as recurring retainers and success-based fees in our restructuring practice. Our annual revenues increased at a compound annual growth rate of 12.0% from $64.0 million for the year ended December 31, 2005 to $89.3 million for the year ended December 31, 2008. For the nine months ended September 30, 2009, our revenues increased 34.2% over the same period in 2008, from $63.9 million for the nine months ended September 30, 2008 to $85.7 million for the nine months ended September 30, 2009.

We believe that our ability to provide a full range of complementary middle market advisory and capital markets services across a company’s capital structure differentiates us from many of our peers. Our institutional sales and trading capabilities confer a competitive advantage to our investment banking and restructuring group by providing timely market intelligence and giving our investment banking and restructuring group the ability to execute a wide range of transactions. Likewise, investment banking and restructuring engagements often generate trading opportunities and follow-on placement assignments for our institutional sales and trading group. This synergy between our investment banking and restructuring group and our institutional sales and trading group is enhanced by the holistic view we take of a company’s capital structure. As opposed to the traditional fixed income or equity research model, we prepare proprietary investment analyses focusing on relative values across a company’s capital structure. Our sales professionals provide coverage across the capital structure to our institutional clients and use our proprietary research and analyses to identify market trading opportunities for our institutional clients. Our approach contrasts with the traditional structure of our competitors’ sales operations, which organizes sales teams by specific categories or asset classes of securities within the capital structure.

Principal Activities

We conduct our three principal activities through Imperial Capital, LLC, a registered broker-dealer.

 

   

Institutional Sales and Trading. We provide institutional investors with sales and trading services for bank debt, debt securities, hybrid securities, preferred and common equity and special situation claims. In addition to trading multiple classes of liquid assets, we also have significant experience with thinly traded, illiquid and bankruptcy and post-bankruptcy securities. We have achieved significant growth in institutional sales and trading focusing on matched client trades, while avoiding risks associated with substantial proprietary trading. As of October 1, 2009, our institutional sales and trading group employed 29 sales professionals covering more than 1,200 institutions. Our sales professionals provide coverage across the capital structure for their accounts and work closely with 12 specialized, product-focused traders who add security-specific knowledge and execute transactions for institutional clients.

 

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Investment Banking and Restructuring. We provide debt and equity financing, merger and acquisition, restructuring and other strategic advisory services for our corporate, private equity and institutional investor clients by advising on and implementing creative, value enhancing solutions and transactions. As of October 1, 2009, we employed 50 investment banking and restructuring professionals who have extensive experience advising middle market companies across a broad range of industries. Combining traditional merger and acquisition and capital markets services with our counter-cyclical restructuring practice has contributed to our growth and profitability throughout various market and economic cycles. We have been successful at transitioning our junior professionals between product groups based on the relative distribution of transaction volumes. This has allowed us to retain exceptional employees and maintain consistent staffing levels, leading to greater efficiency and higher quality work product.

 

   

Institutional Research. We publish company-specific reports, macro-economic industry reports and real-time desk analysis. Our company-specific reports provide insights into investment opportunities throughout an issuer’s capital structure, including its bank debt, debt securities, hybrid securities, preferred and common equity and special situation claims. In contrast, research of many of our competitors generally only focuses on one piece of a company’s capital structure. We provide industry reports which highlight macro trends and key events in our target industries, including general economic and legislative developments affecting the industry and recent capital markets and merger and acquisition activity. Our desk analysis is focused on event-driven and often real-time identification of capital structure trading opportunities. We believe that our approach to research is unique among our competitors and that our ability to provide timely analysis of an issuer’s capital structure produces valuable investment recommendations for our institutional clients. As of October 1, 2009, we employed 14 research analysts. We currently focus on 14 industry sectors, with both research coverage and banking expertise in Aerospace, Defense and Government Services, Airlines and Transportation, Clean Energy, Consumer, Gaming and Leisure, General Industrials, Homebuilding and Real Estate, Media and Telecommunications, Security and Homeland Security and Traditional Energy and expanding coverage in Business Services, Financial Services, Healthcare and Technology.

We also manage two investment vehicles through ICAM, our registered investment advisor, which as of September 30, 2009 had approximately $162.0 million in committed capital.

Market Opportunity

Following the market downturn and ensuing liquidity and credit crisis in 2008, the investment banking industry has undergone rapid and radical change. We intend to exploit the following growth opportunities presented by the recent changes in the investment banking industry:

 

   

Penetration and expansion of client base. During the current recession, several banks and securities firms in the United States and abroad have failed or were acquired by other financial institutions under stressed conditions. Disruptions in long-held client relationships at large firms have provided us with the opportunity to grow our market share across the spectrum of investment banking services by increasing the depth of our relationships with our clients as we seek to fill the void left by the exit and consolidation of other financial firms.

 

   

Hiring of experienced professionals. As a result of the dislocations in the investment banking industry, many highly experienced professionals have resigned, were terminated or feel discouraged about changes in corporate culture and compensation potential. We continue to source quality talent that is attracted to our established, yet growing and profitable, firm. Due to the structure of our institutional sales and trading group, sales professionals joining us have the opportunity to market across a company’s capital structure, an opportunity they would not have had at bulge-bracket or other traditionally structured firms.

 

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Long-term demand for middle market investment banking services. Although the recession and credit crisis have depressed the volume of financing and mergers and acquisitions transactions, we believe the long-term demand for the intermediary and advisory functions of investment banks remains significant. Our investment banking activities focus on companies with an enterprise value typically between $100 million to $2 billion. We believe this market segment has traditionally been underserved, relative to the services available to firms with market capitalizations in excess of $2 billion, and the recent consolidation in the financial industry has left companies with even fewer choices for corporate finance services. We believe that our extensive relationships and expertise in serving middle market companies within our target industries provide us with a distinct competitive advantage among our peers.

 

   

Restructuring opportunities. Credit default rates are rapidly accelerating, with defaults rates nearing levels not seen since the 1990 and 2002 recessions. According to a July 2009 report by Fitch Ratings, the U.S. high yield default rate, which for the six months ended June 30, 2008 stood at 2.4% on an annualized basis, soared to 9.5% on an annualized basis in the first six months of 2009 and is expected to reach 15% to 18% by the end of 2009. It was estimated by Standard & Poor’s in August 2009 that more than $2.1 trillion of loans and bonds will mature between now and the end of 2014, rising from more than $225 billion in maturities in 2009 to more than $530 billion in maturities in 2014. According to a recent report by Standard and Poor’s, 71% of all issuers rated B- or lower are located in the United States, which presents an opportunity for us to trade the securities of these distressed companies as well as participate in their restructuring. We expect that rising default rates and the volume and amount of maturing bank loans and bonds over the next five years will drive the need for advisory services and capital markets solutions to restructure these impaired companies’ financial profiles. We are one of only a few investment banks with the expertise necessary to couple a corporate restructuring advisory practice with a full complement of capital markets solutions.

 

   

Bank debt trading opportunities. The current recession has also provided an opportunity to increase the volume of our bank debt trading. In recent restructuring transactions, holders of bank debt have often received a return of less than par or have had their positions partially or completely converted into equity. This has attracted additional investors with varying investment strategies into the bank debt market. We have also benefited from the disappearance or weakening of larger bank debt trading competitors. According to The 2Q09 LSTA Secondary Trading & Settlement Study, industry bank debt trading volume decreased to approximately $450 billion during the twelve months ended June 30, 2009 from $577 billion during the twelve months ended June 30, 2008. In contrast, our bank debt trading activity increased by 82.8% over the same period, from $1.5 billion during the twelve months ended June 30, 2008 to $2.8 billion during the twelve months ended June 30, 2009. The capital we raise in this offering will enable us to increase our bank debt trading activities by allowing us to engage in more frequent matched client principal transactions and to take advantage of select proprietary opportunities. In addition, we expect our increased transparency as a result of becoming a public company will give large institutional clients greater confidence in our ability to act as a counterparty.

Why are we going public?

We have decided to become a public company for the following principal reasons:

 

   

To enhance our profile and recognition as an investment bank;

 

   

To create more flexible equity-based compensation plans to attract and retain talented people;

 

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To obtain capital to support and expand internal growth initiatives, including:

 

   

Developing a more active underwriting business with the capacity to support our offerings in the aftermarket; and

 

   

Increasing our trading activities by allowing targeted principal transactions primarily in bank debt;

 

   

To provide greater transparency about our business with other market participants;

 

   

To create a public currency and capital to support potential acquisitions; and

 

   

To permit the realization over time of equity value by our principal owners without necessitating the sale of our business.

Competitive Strengths

We believe that the following competitive strengths distinguish us from our peers:

 

   

Full range of sales and trading, research and investment banking services. Although we are well-regarded for our debt capabilities, we provide institutional investors with access to proprietary research, investment banking advisory services and trading capabilities across the capital structure. We offer investment banking services to middle market companies through a nationwide platform that can execute transactions encompassing a variety of strategic alternatives throughout the corporate lifecycle. We believe our breadth of services and our ability to deliver bulge-bracket capital markets capabilities to an underserved middle market client base provides us with a distinct competitive advantage.

 

   

Diversified and balanced platform. Our accumulated expertise across a broad spectrum of complementary products and 14 industry sectors allows us to create and market proprietary solutions and timely investment opportunities to our clients. We earn significant revenues from our institutional sales and trading and investment banking and restructuring activities and maintain a diverse and flexible sales and support team, which has led to revenue growth and consistent profitability throughout multiple market cycles. For the year ended December 31, 2008, institutional sales and trading activities accounted for approximately 60% of our revenue and investment banking and restructuring activities accounted for approximately 40% of our revenue. Our restructuring business provides a counter-cyclical hedge against downturns in traditional mergers and acquisitions advisory and capital markets activity. As a result of our diversified and balanced business model, we have achieved profitability every year since 1999, including 2008 and year-to-date 2009.

 

   

Integrated business model. Under the traditional full-service investment banking model, sales professionals typically focus on a single product or asset class. By contrast, our sales professionals provide coverage across the capital structure for their accounts. Our institutional clients benefit from a single point of contact who can deliver the full range of products and services on our platform, allowing us to maximize our existing client relationships. Our institutional sales and trading group provides our investment banking group with a valuable business development tool by helping to identify timely market and product trends. Our restructuring team is able to leverage our capital raising and distribution capabilities, giving it an advantage over many of our competitors in the restructuring space who often lack meaningful capital markets capabilities to execute capital restructuring strategies. Investment banking and restructuring transactions often create trading

 

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opportunities as event-driven changes in the capital structure may drive our clients to trade in pre- and post-transaction securities. Our research is also differentiated by our integrated approach across a company’s capital structure. We believe our research product, which focuses on relative values throughout the capital structure, provides our clients with perspectives not available in the traditional fixed income and equity models of our competitors. We believe the integration and coordination of our principal activities, consistent with necessary compliance requirements, gives us a distinct advantage over our many of our competitors.

 

   

Robust proprietary technology. We have developed two proprietary software systems that together manage and distribute detailed client and transactional information to our sales and trading professionals and risk managers on a “real-time” basis. Together, these systems gather and maintain current and historical “customer inquiries,” sales and trading notes that are assigned to specific issuers or clients, client transaction details, client holdings, and client and issuer “research pull” information. Our software allows our professionals to efficiently retrieve and sort information from an extensive database covering our more than 1,200 institutions, allowing us to respond quickly to trading opportunities by identifying clients that have expressed interest, traded or held a particular investment product in the past. This information can be accessed quickly and provides us with the ability to respond to timely trading opportunities. These systems also provide our risk managers and executives with tools for monitoring risk on a “real time” basis through our open order and inquiry logs, counterparty and credit exposure by client and security, inventory reports, mark-up review logs, and notifications to traders of special conditions associated with investment products, such as those that are in default.

 

   

Independence. As an independent firm principally owned by our employees, we are free from many of the conflicts of interests that can arise as a result of competing business objectives at larger, diversified financial institutions. Our clients hire us for our creativity, expertise and effectiveness as an intermediary and advisor rather than for temporary use of our balance sheet.

 

   

Strong corporate culture. We are led by a highly skilled and experienced team of industry professionals. Before founding or joining our firm, many of our senior professionals held positions at large, well-known investment banking firms. Our 35 managing directors average more than 16 years of industry experience. Collectively, our senior professionals owned approximately         % of our equity prior to this offering and will own approximately         % of our equity immediately following this offering. The majority of our senior professionals are subject to a variable compensation structure, under which compensation is based on the amount of revenues generated by each professional. Our managing directors have an average tenure with us of more than four years, and many of our senior executives, including our chairman and chief executive officer, president, chief operating officer and group leaders have been with us since inception. We have established a culture in which collaboration among departments is strongly encouraged, allowing us to leverage the experience of our senior professionals and more easily identify and react to changes in the markets in which we operate.

Growth Strategy

Our growth strategy focuses on continuing to build our core activities of institutional sales and trading, investment banking and restructuring, and institutional research and attracting experienced revenue-producing professionals to our platform. We may also make investments in products or services that are complementary to our core business and may selectively pursue strategic acquisitions. We seek to achieve this strategy principally by:

 

   

Expanding our relationships with existing clients. Our institutional sales and trading professionals maintain deep relationships with institutional clients that utilize only a subset of our products and services. We believe there are significant opportunities to leverage these relationships and increase

 

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revenue per client among our institutional and corporate clients by providing a more complete range of our products and services. We believe we bring a distinctive knowledge of the debt and equity markets across an issuer’s capital structure to our corporate clients when evaluating alternatives or executing a transaction. We have instilled an organizational structure and culture in which professionals in our principal business activities have the opportunity to collaborate on new business activities across our entire platform, and we believe this ability to collaborate will provide opportunities to further penetrate our existing clients.

 

   

Recruiting highly qualified and complementary senior professionals with established industry pedigree and client relationships. We believe the most efficient way to successfully enter new business activities and industry verticals is to hire additional senior professionals with a strong track record of success within that business or industry. Our strategy is to attract, hire and retain senior banking, research and sales and trading professionals with strong relationships in sectors or product areas that we believe represent significant growth opportunities. We are selective in the senior professionals we hire. Senior professionals must have complementary relationships and strengthen our entrepreneurial and collaborative culture. Historically, our senior professionals have not only been our best source of additional clients, but have also been a key resource in the recruitment of additional professionals. We intend to continue to recruit high-caliber senior professionals into our investment banking and restructuring practice to add depth in industry sectors in which we believe we already have strength, to extend the reach of our advisory focus to industry sectors we have identified as particularly attractive and to further strengthen our restructuring business.

 

   

Leveraging our platform by expanding our product offering, with emphasis on expanding our bank debt trading and underwriting of securities. As a full-service investment bank, we offer a diverse set of products to our institutional and corporate clients. However, within our major product offerings there are sub-sectors in which we currently have limited or no market share because to date we have not focused resources on those sub-sectors. We intend to expand our capabilities as we identify opportunities to provide additional products and services to our clients through product offering opportunities that we believe will generate incremental, sustainable and profitable revenues. The capital we raise in this offering will allow us to increase our bank debt trading profile by allowing more frequent matched client principal transactions and to take advantage of select proprietary trading opportunities. The capital will also allow us to more quickly grow our underwriting business by improving our ability to support our offerings in the aftermarket.

 

   

Expanding into additional industry verticals we have identified as attractive. We have developed broad coverage in our target industries by attracting senior professionals with deep industry knowledge and significant transaction experience into both our institutional research group and our investment banking and restructuring group. Our corporate clients and institutional investors value our depth and breadth of knowledge in the industry verticals on which we focus leading to increased transaction volumes and revenues. We currently focus on 14 industry sectors, with both research coverage and banking expertise in Aerospace, Defense and Government Services, Airlines and Transportation, Clean Energy, Consumer, Gaming and Leisure, General Industrials, Homebuilding and Real Estate, Media and Telecommunications, Security and Homeland Security and Traditional Energy and expanding coverage in Business Services, Financial Services, Healthcare and Technology. We intend to recruit and hire professionals and/or groups with strong industry relationships in additional industries that we believe have strong potential to generate revenue.

 

   

Expanding geographically. We plan to selectively expand our geographic footprint both domestically and internationally as we see attractive opportunities to enter new markets. Certain markets or regions in the United States where we currently do not have offices require a local presence to gain a meaningful share of the local business. We will proactively seek to add senior

 

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professionals or groups in those regions we view as attractive. For example, we recently opened a Boston office in order to enhance our presence in the New England market and added a Houston office to enhance our presence in the energy industry. We may also obtain a physical presence in additional locations when acquiring another firm or group.

 

   

Acquiring additional groups or firms. We bolstered our mergers and acquisitions capabilities substantially with our acquisition of certain assets and assumption of certain liabilities from USBX Advisory Services, LLC, a middle market mergers and acquisitions advisory firm, in December 2007. We also expanded our restructuring advisor capabilities in April 2006 through the acquisition of the West Coast restructuring advisory operations of Giuliani Capital Advisors. While we believe our primary growth will be through hiring professionals into our existing franchises, where we find existing groups or firms that share our overall strategy and operate in industries, maintain clients or offer products we deem desirable, we may seek to acquire them on terms which align their professionals with our current business and our stockholders.

 

   

Expanding our investment management activities. In the future, we may grow our asset management business by attracting additional outside institutional and high net worth investors to our existing investment vehicles and by starting new investment vehicles.

Principal Activities

Institutional Sales and Trading

Our sales and trading professionals specialize in understanding and transacting across a company’s capital structure. Our goal is superior execution for our institutional investor clients, particularly where we can capitalize on market inefficiencies and other timely opportunities identified by our research division. Our institutional sales and trading group, with 29 sales professionals as of October 1, 2009 covering more than 1,200 institutions, distinguishes us from many other competitors of similar size, providing an active platform to market our research ideas and adding significant value for our institutional clients. We offer capital markets execution services on a wide range of products including bank debt, debt securities, hybrid securities, preferred and common equity and special situation claims as well as offering clients traditional institutional equity execution services through our group of experienced trading professionals. Our equity execution capabilities span the entire spectrum of equity securities, offering access to many pools of liquidity, from listed floor access to various entry or handling execution platforms. For the nine month period ended September 30, 2009, our commission revenues were $51.4 million, an increase of $15.8 million, or 45%, over the comparable period in 2008.

Bank Debt: The secondary trading market for bank debt has experienced significant growth over the past several years as less traditional lenders such as insurance companies, mutual funds and hedge funds have entered the market in response to perceived attractive investment opportunities. We trade bank debt issues that include debtor-in-possession (“DIP”) loans, first and second lien secured loans and unsecured loans. In 2008, we traded $2.1 billion of bank debt, and during the first nine months of 2009 we have already traded $2.1 billion of bank debt. The recent recession has also contributed to investor interest in bank debt, as many distressed companies have completed debt for equity exchanges involving bank debt, attracting investors with varying strategies to the market.

Unlike many securities, there is no centralized marketplace for secondary transactions in bank debt. Transactions do not clear through a central clearing agent, and there is no obligation publicly to report transactions. In many instances, bank debt is extremely illiquid, trades infrequently and a specific loan may only be held by a small number of lenders. Accordingly, price discovery through knowledge of the market participants and settlement capabilities are key elements of a successful bank debt trading operation. Based on years of experience, our institutional sales and trading group, assisted by both our desk analysis group and our operations and compliance groups, possesses the ability to identify investment opportunities, locate holders and complete

 

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and settle transactions. The integration of our senior settlement professionals into our institutional sales and trading group results in a collaborative process between our trading, operations and compliance groups that we believe enables us to assist our clients throughout the trading process, provide solutions to complex scenarios, and ultimately advance our clients’ goal in an expedited and efficient manner.

We have developed our bank debt trading activities based on an agency model. The capital we raise in this offering will allow us to increase our bank debt trading activities by allowing us to engage in more frequent matched client principal transactions and to take advantage of select proprietary opportunities.

Debt Securities: We have a long history and deep knowledge of the market for debt securities, with particular expertise in the high yield and distressed bond markets. In 2008 we traded $11.2 billion of debt securities, and during the first nine months of 2009 we traded $11.0 billion of debt securities. While we expect that debt securities will continue to be a core trading emphasis for us, we seek to continue to expand the breadth and scope of our coverage. Historically, our firm has had a significant presence in the market for distressed and bankrupt bonds, but in the past year we have increased our presence in the high-yield market. Unlike many of our competitors, however, we do not engage in significant proprietary activity to effectuate our debt trading operations. We have principally operated using matched client trades, successfully minimizing our risk.

In addition to trading public debt securities, we have extensive experience trading private debt securities, particularly where the terms and conditions of the securities require special handling or conditions. As with bank debt, our operations and compliance groups work in conjunction with our institutional sales and trading group to address these issues in a timely manner, minimizing confusion for our clients.

Frequently, our sales and trading clients are assisted by our institutional research professionals to clarify and assess complex debt situations. We believe that this assistance is highly valued by our clients.

Hybrid Securities: We are an active dealer in the convertible bond market, particularly with respect to busted convertible bonds, which is industry terminology for when an issuer’s security is trading at a level where conversion is no longer likely. Our institutional research group publishes the Busted Convert Monitor which we believe is the only research publication that is exclusively dedicated to this asset class. In this report we identify a variety of investment strategies for individual convertible bonds, highlighting convertible bonds in certain categories, including high-quality and high yield, near term maturity or put right, high current yield, capital structure arbitrage opportunities, high free cash flow to debt ratio and earnings before interest, tax, depreciation and amortization (“EBITDA”) growth.

Preferred and Common Equities: Our equity trading effort ranges from liquid, exchange-listed common equity to unlisted, private securities that transfer via physical delivery of share certificates. While we have the ability to process trades in various types of stock, our focus is to provide institutional clients with liquidity in special situation and post-reorganization equities. In many instances, we will trade a company’s debt securities before and during a bankruptcy proceeding and subsequently trade its equity after it has gone through a restructuring process. As we follow a company through a restructuring, our institutional research group becomes more familiar with its businesses and our institutional sales and trading group gains knowledge of the holders of its securities, which increases our trading opportunities. We are able to utilize our broad client base to help transition the company’s securities from high-grade investors to distressed investors at the beginning of the restructuring process and then to traditional equity investors after a restructuring has been consummated.

A lack of liquidity in preferred equity issuances can often make them difficult to trade. Our extensive coverage of the institutional preferred equity market often provides us access to the key participants and allows us to source securities of interest for our clients.

In addition, our institutional sales and trading group is able to assist our investment banking and restructuring group in the placement of PIPEs, registered direct offerings and other equity transactions, giving us an advantage over our competitors who do not have a dual trading/investment banking capability.

 

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Special Situations Claims: In addition to more traditional securities, we trade special situations claims that may include trade, litigation and liquidation claims, typically in connection with companies undergoing a restructuring through the bankruptcy process. We have relationships with clients that frequently invest in these types of claims, and our desk analysts have years of experience analyzing these situations and the issues involved in determining value. Our involvement in trading distressed securities frequently leads us to trading opportunities in these special situations claims.

Investment Banking and Restructuring

We offer a full range of banking and restructuring services including:

 

   

sell-side and buy-side mergers and acquisitions advisory;

 

   

debt and equity financing;

 

   

financial restructuring and recapitalization advisory; and

 

   

valuation and fairness opinions.

We specialize in raising capital for middle market companies in challenging situations that require a creative marketing and structuring approach. Given our multi-disciplined experience, expertise and product offering, we have an ability to provide creative solutions and meaningful advice to management and boards regarding strategic alternatives. We leverage the collective knowledge of our professionals in each assignment, often involving managing directors from multiple product groups in our advisory assignments. We believe our clients value our ability to offer strategic advice unconstrained by a limited product offering. Our investment banking activities focus on middle market companies, which we define as entities with an enterprise value typically between $100 million to $2 billion. For the nine month period ended September 30, 2009, our fees from investment banking were $31.2 million, an increase of $4.1 million, or 15.3%, over the comparable period in 2008.

Mergers and Acquisitions: We have a wide range of experience in providing advisory services for mergers, acquisitions and divestitures to a variety of constituents, including corporate management teams, boards of directors and special committees. Our reputation among and relationships with a broad range of strategic and financial buyers enhance our ability to attract parties to transactions and maximize value for our clients. We believe our success as a strategic advisor stems the ability of our professional team to structure, negotiate and execute complex transactions. Our expertise and capabilities were expanded in December 2007 with the USBX Transaction, which included the addition of four managing directors to our mergers and acquisitions team. From January 1, 2006 through September 30, 2009, we advised on 29 mergers and acquisitions assignments with an aggregate transaction value of approximately $3.5 billion.

Through collaboration with our restructuring group, our mergers and acquisitions group has a unique ability to provide advice and execution in distressed situations. For example, we have on several occasions assisted with the acquisition of companies for both financial and strategic investors through an acquisition of the target company’s debt. We have also advised on numerous asset sales under Section 363 of the U.S. Bankruptcy Code.

Our financing capabilities complement our mergers and acquisitions services by allowing us to arrange transaction-related financing to meet a wide variety of client goals, including raising growth capital, managing and financing acquisitions and structuring sponsor-led buyouts, as well as to evaluate, on behalf of our clients, the prospective financing strategies of counterparties with whom they may be negotiating.

 

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Capital Markets: We maintain broad distribution capabilities across the full spectrum of the capital structure. Our capital markets activity is primarily agency-based. Our client-focused business model minimizes potential conflicts and competing interests that would exist if we engaged in extensive proprietary trading and investing activity. We believe our clients highly value our independence as well as our capabilities to place and syndicate efficiently and effectively a broad variety of debt and equity instruments through our institutional sales and trading group, which covers more than 1,200 institutions.

We deliver comprehensive debt capital market solutions through leveraging the expertise of our sales and trading professionals. We have extensive experience in arranging private debt for middle market issuers. We provide debt financing solutions across the full credit spectrum for middle market corporations and sponsors, including high yield and distressed debt, senior secured debt, second lien debt, mezzanine and subordinated debt, and trade and liquidation claims.

We also have expertise at arranging DIP financings and exit financings and devising rescue financing alternatives for companies undergoing a restructuring or reorganization (including both pre-and post-restructuring). Our capital markets professionals draw on our financing, valuation and restructuring expertise to solve complex capital structure issues.

Our equity and equity-linked financing professionals offer tailored solutions to our clients. We focus on middle market companies that we believe have significant upside potential, both growth and value, but are not widely recognized nor solicited by other investment banks. Our professionals have experience in placing private and public equity, including hybrid debt/equity securities, common stock (including PIPEs and registered direct offerings) and preferred stock across a variety of industry sectors.

Restructuring: We offer a national restructuring practice, with seven managing directors as of October 1, 2009 based in Los Angeles, New York and San Francisco. Our professionals are experienced in advising companies, creditors, financial institutions, institutional investors and funds, government entities, unions, trade creditors, equity participants and acquirors both out-of-court and through the complex Chapter 11 proceedings. Our managing directors have more than 110 years of cumulative restructuring advisory experience across a variety of industry sectors, including prior experience in bankruptcy and corporate law, accounting and finance. In these representations, we have provided a full range of services to our clients. Our restructuring professionals regularly draw on their significant experience providing in-court testimony and valuation in the context of litigation or confirmation of a plan of reorganization.

Our restructuring advisory professionals have an expertise in the development of complex, capital markets-focused solutions and have the ability to execute a diverse assortment of deleveraging transactions through our institutional sales and trading group. We implement balance sheet restructurings through public and private debt-for-debt and debt-for-equity exchanges, consent solicitations, bank amendments, rights offerings and corporate bond buybacks. We advise and execute on transactions that include the acquisition of debt in situations with the objective of securing corporate control, commonly referred to as loan-to-own strategies.

Our firm-wide knowledge and expertise enhance the advice of our restructuring professionals and provide the ability to implement a range of diverse strategies. Our financing capabilities complement our restructuring business because of our ability to arrange DIP financings, exit financings or devising rescue financing alternatives for companies in financial distress. We regularly draw upon our capital markets capabilities in making critical assessments and providing advice in arranging financing in restructuring situations. We also have significant experience providing merger and acquisition services for distressed companies, including conducting a sale of a business or its assets through the bankruptcy process or on an out-of-court basis amidst creditor negotiations. In addition, because our institutional sales and trading group supports the trading of securities of companies in financial distress or undergoing a transition, our restructuring professionals are able to effectuate a liquidity event in an otherwise illiquid environment. This allows us to involve an outside party in a restructuring process in a loan-to-own scenario or avoid litigation by trading a disgruntled holder out of a position.

 

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Valuation and Fairness Opinions: We have extensive experience providing valuation-related opinions to corporate and institutional clients. We assist institutional investors by providing weekly and quarterly indicative valuations. We currently value bank debt, debt securities, hybrid securities and preferred and common equity. In addition, we provide expert witness valuation reports and testimony as part of our in-court restructuring assignments. We have provided fairness opinions in a variety of complex change-of-control transactions.

Institutional Research

Our research is differentiated by its integrated approach across a company’s capital structure. The goal of our institutional research group is to provide value-added insight that enhances the investment performance of our institutional clients. We offer a selection of investment publications covering various components of a company’s capital structure, including bank debt, debt securities, hybrid securities, preferred and common equity and special situation claims. Since January 1, 2009, our institutional research group has published research and/or investment summaries on more than 300 companies. We maintain an ongoing dialogue with strategic buyers and investors through our industry reports and our annual industry conferences.

Our institutional research group has extensive experience understanding complex capital structures and special situations such as bankruptcies and restructurings. We deliver our research and analysis in a timely manner to our clients through our website and by email notifications. In addition to providing recommendations on specific securities and event-driven opportunities, we also provide valuable insight into important industry trends. We accomplish this through three distinct research strategies: capital structure analysis, desk analysis and industry analysis.

Capital Structure Analysis: Taking a holistic view of the capital structure enables our professionals to identify opportunities and anomalies. Our capital structure analysts utilize a “buy-side” approach in identifying investment opportunities in situations that are overlooked or misunderstood by the market. Our analyst recommendations are based on fundamental research that considers relevant factors given the nature of the security as well as ongoing communications with management of companies and analysis of competitors, suppliers and clients.

We offer the following publications: Industry Relative Value, High Yield and Distressed Debt Analysis, Busted Convert Monitor, Short-Term and Puttable Securities Monitor and Short-Sale Monitor.

Desk Analysis: Our desk analysts support our institutional sales and trading group by providing summaries and analyses of event-driven, time-sensitive market opportunities, illiquid investment products that may not be covered by other broker-dealers and distressed or bankrupt issuers where investment considerations require knowledge of, and experience with, bankruptcy issues and an understanding of process and trading issues that may arise.

Our desk analysts support timely trading opportunities by preparing summaries and analysis of issuers and their securities and other investment products. Our focus in this area may be driven by news developments relating to issuers that may result in trading opportunities, inquiries by clients about current investment holdings or investments being considered, and fundamental opportunities identified based on our analysis. The desk analysts often summarize opportunities and educate our sales professionals, allowing them to understand time-sensitive developments and communicate with our clients about these issues and their potential outcomes. Frequently, our desk analysts will engage in discussions directly with clients to assist them in understanding developing situations and inform their investment decisions. As a result of these services, we believe we have become a valuable source of information for clients seeking to monetize illiquid investments and clients seeking unusual investment opportunities in the distressed, bankruptcy or illiquid markets.

 

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Our desk analysts also provide expertise and experience with bankruptcy issues and an understanding of the process and issues that arise as it relates to trading opportunities. In connection with analyzing distressed or bankrupt issues, our desk analysts are able to offer our clients assistance in understanding intercreditor issues (including relative priority of claims and subordination), claims resolution, fraudulent transfer and preference litigation, environmental and tort liabilities, plan confirmation issues, pension and other post-retirement liabilities, reinstatement, and substantive consolidation. Our knowledge of these issues is frequently called upon by our clients as they assess investment opportunities.

Industry Analysis: Our industry analysts provide macroeconomic insight into our target industries as well as company specific coverage within these industry groups. We leverage the expertise of our industry professionals to provide innovative and proprietary investment ideas to our institutional clients. We issue recurring industry monitor publications which offer macroeconomic analysis that includes insight into key market drivers and trends, transaction and bankruptcy activity and equity performance in key sectors.

We currently offer the following industry monitor publications: Clean Energy Industry Monitor, Consumer Industry Monitor, Homebuilders Monitor, Industrials / Manufacturing Monitor, Security Industry Monitor, Traditional Energy Monitor, Transportation Industry Monitor and periodic special topic industry reports.

In addition to the industry monitor publications, our industry analysts provide equity research coverage on companies within targeted industries. Our industry analysts develop in-depth and relative-value analysis with a focus on middle market companies. Our dedicated focus in the middle market combined with our industry expertise enables us to bring valuable investment insights to our clients.

Conferences: We offer clients access to companies and their management teams through firm-sponsored meetings and annual conferences. The annual conferences include:

 

   

The Security Growth Conference in Los Angeles, California;

 

   

The Homeland Security Investor Conference in Washington D.C.;

 

   

The Middle Market Consumer Summit in Los Angeles, California; and

 

   

The Global Opportunities Conference in New York, New York.

Our conferences offer us the opportunity to strengthen our relationships with our clients by facilitating introductions between them and the companies that attend the conferences. Our conferences also provide a venue for investment banking professionals to meet with multiple companies over a short period of time and to strengthen relationships with existing corporate clients as well as develop new relationships.

Asset Management

We manage two funds through our wholly owned investment advisory subsidiary, ICAM, a registered investment advisor. We are able to leverage our firm’s extensive knowledge base and market understanding to identify and evaluate potential investment opportunities.

 

   

Long Ball Partners, LLC, a special situation, deep-value investment fund founded in November 2004, targets inefficiently priced securities throughout the capital structure. Long Ball Partners, LLC had approximately $50 million in assets as of September 30, 2009.

 

   

Imperial Capital Private Opportunities Fund, LP, with $120 million of committed capital for private equity, targets private companies with EBITDA ranging from $5 million to $20 million. The fund is primarily capitalized by commitments from Ares Capital Corporation and ICAM.

 

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Of the amounts invested in these funds, $4.9 million consists of our own capital and $16.7 million consists of funds invested by Imperial Capital Group Holdings, LLC, an entity owned by Messrs. Reese and Wooster and their affiliates, and other Reese and Wooster family members.

Integrated Business Model

We believe the integration and coordination of our principal activities, consistent with necessary compliance requirements, gives us a distinct advantage over many of our competitors and allows us to maximize our existing client relationships. Below are two transactions which illustrate the effectiveness of our integrated business model.

Hawaiian Airlines

We acted as exclusive financial advisor to Ranch Capital, LLC, a San Diego-based private equity firm, in a series of transactions resulting in the acquisition by Ranch Capital, LLC of Hawaiian Airlines. In effecting these transactions, we utilized our full suite of product offerings and capabilities.

Working with Ranch Capital, LLC, we developed a plan to take the airline out of bankruptcy. We structured a financing involving a syndicate of ten hedge funds which together formed RC Aviation, LLC in order to purchase a controlling equity interest in Hawaiian Holdings, the public holding company of Hawaiian Airlines. The accumulation of a controlling number of shares of Hawaiian Holdings was achieved through the efforts of our institutional sales and trading group.

Subsequent to the equity purchase, in order for RC Aviation, LLC to gain further control of the bankruptcy process, we negotiated the purchase of the two largest bankruptcy claims (aircraft lease claims) and structured a financing to effectuate the purchase. We developed a plan of reorganization which provided a full recovery to creditors and was ultimately chosen as the “winning plan.” We structured and raised senior bank financing, second lien financing and backstop financing in order to facilitate the exit from bankruptcy and the purchase of an additional aircraft.

In the fall and winter of 2006, we structured a refinancing of a portion of the exit financing and the purchase of additional aircraft. We continue to provide strategic and financial advice to both Hawaiian Airlines and the investor group.

Our institutional research group has provided coverage of Hawaiian Holding’s capital structure since its exit from bankruptcy, and our institutional sales and trading group has been an active trader of the company’s securities.

Recycled Paper Greetings

We acted as exclusive financial advisor to American Greetings Corporation (“American Greetings”) in the February 2009 strategic acquisition of Recycled Paper Greetings, Inc. (“RPG”), relying on both our sales and trading and our investment banking and restructuring expertise to execute this transaction.

Our institutional sales and trading group located RPG’s debt and effected purchases of its first lien term loan debt as agent for an affiliate of American Greetings, which ultimately acquired a majority of the term loan debt at a significant discount to face value. Our investment banking and restructuring group then represented American Greetings as a creditor to negotiate a consensual transaction with RPG and its remaining creditors. This resulted in American Greeting’s acquisition of RPG through a pre-packaged Chapter 11 reorganization process, in which American Greetings provided DIP financing to RPG.

Using the strategies developed by our institutional sales and trading group and our investment banking and restructuring group, we were able to assist American Greetings in acquiring RPG, thus allowing RPG to emerge from bankruptcy in less than two months with minimal disruption to its operations.

 

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Competition

The investment banking business is intensely competitive. We believe that the principal factors driving competition in our business include client relationships, reputation, the abilities of our professionals, market focus and the relative quality and price of our services and products. Revenue-producing professionals are highly mobile and competition is intense for qualified professionals. Our ability to continue to compete effectively in our business will depend, in large part, upon our continued ability to retain and motivate our existing professionals and attract new professionals.

We have experienced intense price competition in some of our activities, particularly pressure on trading commissions and spreads. In addition, pricing and other competitive pressures in investment banking and restructuring have continued and could adversely affect our revenues. We believe we may experience competitive pressures in these and other areas in the future, as some of our competitors seek to obtain market share by competing on the basis of price.

We compete with other full-service investment banks as well as brokerage firms and financial advisory firms. To a limited extent, we also compete with commercial banks, bank holding companies and merchant banks. We compete with some firms nationally and with others on a regional, product or business-line basis. Some of our competitors are global, fully diversified financial institutions with substantially greater capital, personnel, brand recognition, range of products and services, client bases and other resources, and have greater history and more deeply established client relationships, than we do. Our focus on 14 target industry sectors also subjects us to direct competition from a number of specialty securities firms and smaller investment banking boutiques that specialize in providing services to these same industry sectors. In any event, the investment banking business, particularly in the recent past, is highly volatile and characterized by rapid change, the establishment of new competitors, the acquisition or failure of others and a highly mobile professional staff. We cannot predict the effectiveness with which we will be able to compete in this evolving environment.

Many of our competitors have the ability to offer a wider range of products than we do, including loans, deposit-taking and insurance, in addition to brokerage, asset management and investment banking and restructuring services, all of which may enhance their competitive position relative to us. These firms also have the ability to support investment banking and securities products with commercial banking, insurance and other financial services revenues in an effort to gain market share, which could result in downward pricing pressure in our business. This trend toward consolidation has significantly increased the capital base and geographic reach of our competitors. These larger and better-capitalized competitors may be better able than we are to respond to changes in the investment banking industry, to recruit and retain skilled professionals, to finance acquisitions, to fund internal growth and to compete for market share generally.

We face a high level of competition in recruiting and retaining experienced and qualified professionals. The success of our business and our ability to continue to compete effectively will depend significantly upon our continued ability to retain and incentivize our existing professionals and attract new professionals.

Client Concentration

Our business model acts as a mechanism for client diversification. As the needs of the markets change with the business cycle, the distribution of revenue between our varying institutional clients changes accordingly. Although we maintain long-term relationships with many of our institutional clients, there is a great degree of variability in our top commission-generating institutional clients from year to year. We are able to quickly adapt to the changing needs of the market due to the flexibility of our sales professionals, which remains current with all securities in an issuer’s capital structure. During the nine months ended September 30, 2009, no single institutional or corporate client was responsible for more than 3.0% of total revenue. Our investment banking clients will vary from year to year depending on the market conditions and economic cycle due to our ability to provide both traditional merger and acquisition and financing advisory services and restructuring advisory services.

 

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Risk Management and Compliance

As an investment bank, risk is an inherent part of our business. Global markets, by their nature, are prone to uncertainty and subject participants to a variety of risks. The principal risks we face are market, counterparty and credit, operational, legal and compliance, reputational, interest and other risks. We apply quantitative analysis and sound practical judgment before engaging in transactions to ensure that appropriate risk mitigants are in place. We accomplish this objective by carefully reviewing credit quality of counterparties, timely review and monitoring of open transaction commitments, and focusing our sales and trading efforts on matched client transactions. To the extent we commit principal capital, we conduct due diligence before making the commitment to assess the risk inherent in the transaction. Our focus is balancing risk and return. We seek to achieve adequate returns from each of our activities commensurate with the risks they assume. Nonetheless, the effectiveness of our approach to managing risks can never be completely assured. For example, unexpected large or rapid movements or disruptions in one or more markets or other unforeseen developments could have an adverse effect on our results of operations and financial condition. The consequences of these developments can include losses due to adverse changes in investment values, decreases in the liquidity of trading and investment positions, financial failure of clients and counterparties, and increases in general systemic risk.

Regulation

The securities industry in the United States is subject to extensive regulation under federal and state laws. The SEC is the federal agency charged with administration of the federal securities laws. Much of the direct oversight of broker-dealers, however, has been delegated to self-regulatory organizations, principally FINRA and the U.S. securities exchanges. These self-regulatory organizations adopt rules (subject to approval by the SEC) that govern the securities industry and conduct periodic examinations of member broker-dealers. Securities firms are also subject to substantial regulation by state securities authorities in the U.S. jurisdictions in which they are registered. Our broker-dealer subsidiary, Imperial Capital, LLC, is registered as a broker-dealer with the SEC and all 50 states and the District of Columbia and is a member of FINRA, the BATS Exchange, Inc., the NYSE ARCA, Inc. and The NASDAQ Stock Market, Inc. Imperial Capital, LLC is also a registrant of the Municipal Securities Rulemaking Board.

The U.S. regulations to which broker-dealers are subject cover many aspects of the securities business, including sales and trading practices, financial responsibility, including the safekeeping of clients’ funds and securities as well as the capital structure of securities firms, books and record keeping, and the conduct of their associated persons. Salespeople, traders, investment bankers and others are required to take examinations given and administered by FINRA to both obtain and maintain their securities license registrations. Registered employees are also required to participate annually in our continuing education program.

Additional federal and state legislation, changes in rules promulgated by the SEC and by self-regulatory organizations as well as changes by state securities authorities, and/or changes in the interpretation or enforcement of existing laws and rules often directly affect the method of operation and profitability of broker-dealers. The SEC, self-regulatory organizations and state securities regulators have broad authority to conduct broad examinations and inspections, and initiate administrative proceedings which can result in censure, fine, suspension or expulsion of a broker-dealer, its officers or employees. The principal purpose of broker-dealer regulation is the protection of clients and the securities markets rather than protection of stockholders of broker-dealers.

Net Capital Requirements

Our broker-dealer subsidiary, Imperial Capital, LLC, is subject to the net capital requirements of Rule 15c3-1 of the Exchange Act (the “Net Capital Rule”). The Net Capital Rule is designed to measure the general financial condition and liquidity of a broker-dealer, and it imposes a required minimum amount of net capital deemed necessary to meet a broker-dealer’s continuing commitments to its clients.

 

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Compliance with the Net Capital Rule may limit those operations that require the use of a firm’s capital for purposes such as maintaining the inventory required for trading in securities and underwriting securities, and financing client margin account balances. Net capital changes from day to day, primarily based in part on a firm’s inventory positions, and the portion of the inventory value the Net Capital Rule requires the firm to exclude from its capital (see note 16 to our consolidated financial statements included elsewhere in this prospectus).

As of June 30, 2009, we have elected to utilize the alternative method to calculate our net capital, and we currently have a minimum net capital requirement of $250,000. Prior to June 30, 2009, we used the basic method to calculate our net capital, which required the maintenance of minimum net capital and that the ratio of aggregate indebtedness to net capital not exceed 15:1. We may be prohibited from expanding our business or paying dividends if the net capital of Imperial Capital, LLC falls below the minimum regulatory requirements. At September 30, 2009, Imperial Capital LLC’s net capital was $14.0 million, or $13.8 million in excess of the minimum required net capital.

Accounting, Administration, Compliance and Operations

Our accounting, administration compliance, and operations personnel are responsible for financial controls, internal and external financial reporting, compliance with regulatory and legal requirements, office and personnel services, management information and telecommunications systems and the processing of our securities transactions.

Our employees perform most of these functions, other than our payroll processing, which is currently performed by an unaffiliated outsourcing provider, Paychex, Inc. and our securities clearing operations, which are currently performed by our clearing broker, Pershing, LLC. Our data processing functions are performed by our management information systems personnel. We believe that our continued future growth will require implementation of new and enhanced communications and information systems and training of our personnel or the hiring of an outsourced provider to operate such systems.

Proprietary Technology

We have developed two proprietary software systems that work together to manage and distribute detailed client and transactional information to our sales and trading professionals and risk managers on a “real-time” basis. Together, these systems gather and maintain current and historical “customer inquiries,” sales and trading notes that are assigned to specific issuers or clients, client transaction details, client holdings, and client and issuer “research pull” information. Our software allows our professionals to efficiently retrieve and sort information from an extensive database covering our more than 1,200 institutions, allowing us to respond quickly to trading opportunities by rapidly identifying clients that have expressed interest, traded or held a particular investment product in the past. This information can be accessed quickly and provides us with the ability to respond to timely trading opportunities.

These systems also provide our risk managers and executives with tools for monitoring risk on a “real time” basis through our open order and inquiry logs, counterparty and credit exposure by client and security, inventory reports, mark-up review logs, and notifications to traders of special conditions associated with particular investment products, such as those that are in default.

We rely on trade secrets and contractual restrictions to protect our intellectual property and currently do not hold any patents related to our business.

Legal and Regulatory Proceedings

As of September 30, 2009, we are not aware of material regulatory or legal proceeding involving us.

 

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Employees

As of October 1, 2009, we had 162 full-time employees. The professional personnel in each of our business activities are as following:

 

   

Institutional Sales and Trading — 33 sales professionals, and 15 trading professionals

 

   

Investment Banking and Restructuring — 58 professionals

 

   

Institutional Research — 21 professionals

None of our employees are covered by a collective bargaining agreement. We consider our employee relations to be good and believe that our compensation and employee benefits are competitive with those offered by other securities firms.

Properties

We occupy three principal offices. Our Los Angeles headquarters is located at 2000 Avenue of the Stars and is comprised of approximately 28,434 square feet of space pursuant to a lease agreement expiring in 2016. Our New York office is located at 485 Lexington Avenue and is comprised of approximately 13,703 square feet pursuant to a lease agreement expiring in 2016. Our San Francisco office is located at 55 2nd Street and is comprised of approximately 2,668 square feet of space pursuant to a lease agreement expiring in 2010. We also have offices in Boston, Massachusetts, Houston, Texas and Whitefish, Montana.

 

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MANAGEMENT

Directors and Executive Officers

The following table sets forth the names, ages and positions of our current directors and executive officers, as well as Michael J. Arougheti and James H. Hugar, who are expected to join our board of directors in connection with the closing of this offering.

 

Name

   Age   

Position

Jason W. Reese

   44    Chairman, Chief Executive Officer and Director

Randall E. Wooster

   49    President and Director

Mark C. Martis

   46    Chief Operating Officer

Harry Chung

   39    Chief Financial Officer

Michael J. Arougheti

   37    Director

James H. Hugar

   63    Director

Jason W. Reese is a co-founder of Imperial Capital, our chairman and chief executive officer and a member of our board of directors. In addition, he is chairman and chief executive officer of ICG LP, where he is responsible for managing ICG LP’s overall business. Prior to founding Imperial Capital in 1997, Mr.&nb