Attached files
| file | filename |
|---|---|
| 8-K - JESUP & LAMONT, INC. | v173914_8k.htm |
| EX-99.3 - JESUP & LAMONT, INC. | v173914_ex99-3.htm |
| EX-99.1 - JESUP & LAMONT, INC. | v173914_ex99-1.htm |
Business
Combination Between Jesup & Lamont, Inc. and Tri-Artisan Capital Partners,
LLC
Non-binding
Summary of Principal Terms
Consideration offered to
Tri-Artisan (“TACP”) Unitholders
|
Jesup
& Lamont (“JLI”) Common Shares
|
25
million common shares
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JLI
Series H Perpetual Preferred Shares
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||
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Amount
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$15.74
million Face Value
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Dividend
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5%
Dividend, payable annually in arrears, in cash, additional Preferred
Shares or common shares at the discretion of Company
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Voting
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Series
H preferred shareholders vote on all matters with holders of common shares
on an as-converted basis
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Conversion
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Convertible
at option of Holder at any time at $0.75 per common
share
|
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Mandatory
Conversion
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Mandatory
conversion if JLI common shares trade above $1.00 per share for 20 of 30
consecutive trading days
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Corporate Structure /
Governance
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Corporate
Name
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Jesup
Lamont TriArtisan, Inc.
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|
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Stock
Exchange Listing
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ASE
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Broker
Dealer Name
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Jesup
Lamont TriArtisan Securities, Inc.
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State
of Incorporation (new)
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Delaware
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Tri-Artisan
Partners Europe
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Left
outstanding as 45% owned subsidiary
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Executive
Officers of Jesup Lamont TriArtisan
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||
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Chairman
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Steve
Rabinovici
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|
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Co-Chief
Executive Officers
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Alan
Weichselbaum
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Gerald
H. Cromack
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Chief
Financial Officer
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Alan
Weichselbaum
|
|
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General
Counsel
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Todd
Zuckerbrod
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President
and CEO of Broker Dealer
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James
Fellus
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President
and CEO of Merchant Bank
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Rohit
Manocha
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Executive
Committee of Jesup Lamont TriArtisan
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||
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Role
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Empowered
to make all major Firm decisions under the direction of the
Board
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Members
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Rabinovici,
Weichselbaum, Fellus, Cromack, Manocha
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Voting Trust
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Shares
Covered
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All
shares voted by Executive Committee members or their affiliates – whether
owned at closing of transaction or subsequently
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Voting
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All
shares held in voting trust will be voted in accordance to direction taken
by Executive Committee.
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Duration
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Five
years from closing of merger
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Acquisition Voting
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Rabinovici,
Weichselbaum, Fellus, Cromack and Manocha
agree to vote all of the respective voting securities owned or
controlled by them in favor of a transaction, once definitive
documentation is executed
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Board of Directors
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Two
nominated from each of JLI and TACP insiders plus four independent
directors, also nominated two each from JLI and TACP
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Capital Raise
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As
a condition to closing, incremental equity capital will be required to be
raised in an amount to be specified in definitive
agreements
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Non-Binding
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This
term sheet is not, and shall not be construed to be, a binding agreement
between the parties or any person or entity with respect to the subject
matter hereof, and no obligations are created pursuant to this term
sheet. A binding agreement will not occur and no obligations
shall be created between or among the parties hereto unless and until the
parties hereto have executed definitive documents in form and substance
satisfactory to the parties in their sole
discretion.
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Tri-Artisan
Capital Partners, LLC
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Jesup
& Lamont, Inc.
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Agreed
to by:
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Agreed
to by:
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/s/ Gerald H. Cromack
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/s/ Steve Rabinovici
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Gerald
H. Cromack
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Steve
Rabinovici
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/s/ Rohit Manocha
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/s/ Alan Weichselbaum
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Rohit
Manocha
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Alan
Weichselbaum
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This
day of:
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This
day of:
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February
11, 2010
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February
11, 2010
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Date
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Date
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