Attached files
| file | filename |
|---|---|
| 8-K - JESUP & LAMONT, INC. | v173914_8k.htm |
| EX-99.2 - JESUP & LAMONT, INC. | v173914_ex99-2.htm |
| EX-99.3 - JESUP & LAMONT, INC. | v173914_ex99-3.htm |
JESUP
& LAMONT, INC. AND TRI-ARTISAN CAPITAL PARTNERS, LLC REACH
AGREEMENT-IN-PRINCIPLE
TO ENTER INTO COMBINATION TRANSACTION
Highly
Complementary and Transformative Transaction to
Create
Next-Generation Diversified Financial Services Firm
NEW YORK,
N.Y., February 11, 2010 / PRNewswire – Jesup & Lamont Inc. (NYSE Amex: JLI –
News), today
announced that it has reached an agreement-in-principle for a combination
transaction with Tri-Artisan Capital Partners, LLC, a New York based merchant
bank engaged primarily in private equity investment and mergers and acquisitions
advisory services for corporate, private equity sponsor and institutional
investor clients. The transaction is subject to negotiation and
execution of definitive agreements, Board and shareholder approvals of Jesup
& Lamont and unitholder approvals of Tri-Artisan, and required regulatory
approvals. The transaction also contemplates, as a condition of
closing, completion of an equity capital raise to fund the combined company’s
growth plan. Board of Directors and management positions will be
equally shared in the combined firm, with Steve Rabinovici serving as Jesup
Lamont TriArtisan’s Chairman, and Alan Weichselbaum and Gerald H. Cromack as
Co-Chief Executive Officers of the combined firm. James Fellus will
serve as President and CEO of the broker dealer subsidiary, and Rohit Manocha
will be President and CEO of merchant banking operations. The
combined firm will, upon closing of the transaction, be renamed and do business
as Jesup Lamont TriArtisan, Inc. The transaction is anticipated to
close in the second quarter of 2010.
The
merger will combine Jesup & Lamont’s investment grade and non-investment
grade debt and equity sales, trading and research capabilities with the deep
corporate, financial sponsor and institutional investor relationships of
Tri-Artisan, allowing the new firm the ability to provide its clients with
private equity investment opportunities, strategic advisory services and equity
and debt capital raising and trading. Jesup Lamont TriArtisan
intends to also continue to originate and execute private equity investment
opportunities and build its assets under management. Tri-Artisan’s
current equity holders include 60+ current or former chief executive officers of
U.S. and European companies, as well as a number of strategic corporate and
private equity sponsor investors. These investors will become
shareholders of Jesup Lamont TriArtisan as a result of the
transaction.
“This is
a highly complementary and transformative transaction that will expand and
strengthen our overall capabilities and allow us to compete aggressively in
today’s financial marketplaces,” said Alan Weichselbaum, CEO of Jesup &
Lamont, Inc. “Adding Tri-Artisan’s extensive and productive origination
relationships with some of the world’s most prolific corporate and private
equity sponsor issuers will allow Jesup to profitably leverage our growing
equity and fixed income distribution platforms.”
“The
equity raise to be funded contemporaneously with closing will provide additional
growth capital for the combined firm,” added James Fellus, CEO of Jesup &
Lamont Securities Corp. “The combined firm,” he continued, “will
employ approximately 275 employees, and will have offices in New York, London,
Chicago, San Francisco, Boston, Beverly Hills, Boca Raton and Ft.
Lauderdale.”
Gerald H.
Cromack, Co-Managing Partner of Tri-Artisan Partners stated: “We are
very pleased to join forces with Jesup & Lamont. We believe that
adding the multi-faceted securities distribution capabilities of the Jesup
platform, including institutional equity, high yield and investment grade debt,
and retail distribution, to Tri-Artisan’s advisory and private equity investment
activities and client base will provide a solid foundation to grow a next
generation diversified financial services firm, configured to take advantage of
the dislocation suffered over the past two years by the financial markets and by
financial institutions.”
“We
believe that the Jesup Lamont TriArtisan platform will be well positioned to
provide our collective client base with a full range of advisory, investment and
capital markets services,” added Rohit Manocha, Tri-Artisan Co-Managing
Partner. “It should also provide a very appealing platform for
recruitment and growth as we add professionals in a number of key areas to
address our clients’ significant needs for capital raising, investment
opportunities and advisory services over the next several years.”
Under the
terms of the non-binding letter of intent, Tri-Artisan equity holders will
receive 25 million shares of Jesup & Lamont common stock and $15.74 million
of 5% Convertible Preferred Stock convertible into 21 million shares of common
stock.
Tri-Artisan
Partners, with offices in New York and London, was founded in 2002 by Gerald H.
Cromack and Rohit Manocha, veteran investment bankers, and has acted as advisor
in more than $45 billion of completed mergers, acquisitions, divestitures,
restructurings and private equity transactions since inception. The
firm has invested equity capital on behalf of its limited partners in eleven
private equity platform transactions to date, including notably the buyouts of
Claire’s Stores, Harrah’s Entertainment and Sara Lee Foods
Europe. Tri-Artisan’s unique merchant banking approach blends the
experience base of its veteran Wall Street professionals together with the
operating expertise and reach of its 60+ operating partners to generate
proprietary investment opportunities as well as provide value added financial
advisory services. Advisory clients and private equity investment
partners have included Sumitomo Corporation of America, Apollo Management,
Oaktree Capital, Countrywide plc and CEVA Group plc.
Established
in 1877, Jesup & Lamont, Inc. has an extensive history on Wall Street, with
its origins encompassing such successes as providing brokerage services to
Standard Oil and raising capital for the construction of Rockefeller
Center. Through its wholly owned brokerage subsidiary, Jesup
& Lamont provides sales, trading, research and brokerage services in fixed
income and equity securities to its individual, institutional and wholesale
customers.
This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
Conference
Call & Webcast
Jesup
& Lamont and Tri-Artisan Capital Partners will host a conference call on
Tuesday, February 16, 2010 at 4:30 p.m. ET to discuss the
transaction. A live webcast of the conference call will also be
available online on Jesup’s Web site at http://www.jesuplamont.com. Participants
can also access the call by dialing 1-866-696-5910 approximately ten minutes
prior to the start time and providing the conference call passcode
4772654.
A digital
recording of the conference call will be available two hours after the
completion of the call through Thursday, February 18, 2010. To access
the replay, please call 800-408-3053, and use passcode #2354664. A
webcast replay will also be available on Jesup’s Web site.
More
information regarding the combination transaction may be found in Jesup &
Lamont’s Form 8-K, filed with the Securities and Exchange Commission on February
11, 2010, and on Jesup & Lamont’s Web site at http://www.jesuplamont.com.
Forward-Looking
and Cautionary Statement
Certain
statements in this press release are forward-looking statements as defined in
the Private Securities Litigation Reform Act of 1995, including statements
relating to the market opportunity and future business prospects of Jesup &
Lamont, Inc. and Tri-Artisan Capital Partners, LLC (collectively, the
“Constituent Entities”). Such statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those expressed or implied in the forward-looking statements made during this
presentation and such forward-looking statements are qualified by those risks,
uncertainties and other factors.
These
factors include but are not limited to, (1) the occurrence of any event, change
or other circumstances that could give rise to the termination of or material
change to the combination transaction between Jesup & Lamont and Tri-Artisan
(the “Combination Transaction”); (2) the outcome of any legal proceedings that
may be instituted against the Constituent Entities and others following
announcement of the Combination Transaction; (3) the inability to complete the
transactions contemplated by the Combination Transaction due to the failure to
obtain stockholder/unitholder approval; (4) the inability to obtain necessary
regulatory approvals required to complete the transactions contemplated by the
Combination Transaction; (5) the risk that the proposed transaction disrupts
current plans and operations, the potential difficulties in employee retention
as a result of the announcement and consummation of the transactions described
herein and the operational challenges that may occur as a result of the
Combination Transaction; (6) the ability to realize the anticipated benefits of
the Combination Transaction, including the ability to expand into new business
lines; and (7) the possibility that the Constituent Entities may be adversely
affected by other economic, business, and/or competitive factors.
Actual
results may differ materially and reported results should not be considered an
indication of future performance. Please reference our SEC filings,
which are available on our website, for a detailed description of other factors
that could cause actual results to differ materially from those expressed or
implied in such forward-looking statements.
Except
for the ongoing obligations of the Constituent Entities to disclose material
information under the federal securities laws, the Constituent Entities do not
undertake any obligation to release any revisions to any forward-looking
statements or to report any events.
Media
Contacts:
Joe
LoBello/Tony Herrling
Brainerd
Communicators, Inc.
212-986-6667