On July 18, 2019, Emergent Capital, Inc. (the “Company”) entered into a commitment letter (the “Commitment Letter”) with Lamington Road Designated Activity Company (formerly known as Lamington Road Limited), its wholly-owned indirect Irish subsidiary (“Lamington”), White Eagle Asset Portfolio, LP, its wholly-owned indirect Delaware subsidiary (“White Eagle” and, together with the Company and Lamington, the “Seller Parties”) and Jade Mountain Partners (“Jade Mountain”) in connection with the previously announced Plan of Reorganization for Lamington and White Eagle approved by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) with respect to Lamington’s and White Eagle’s previously announced voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (the “Chapter 11 Cases”).

The Commitment Letter provides for a transaction in which Jade Mountain and/or certain of its affiliates and/or certain investors (collectively, “JMP”) will acquire 72.5% of the equity interests of White Eagle, the owner of substantially all of the Company’s portfolio of life insurance policies, in exchange for $384,250,000 as may be adjusted in accordance with the final documentation. The Commitment Letter and its terms and the transactions contemplated thereby were approved by the Bankruptcy Court on July 22, 2019. After the transaction is consummated, the proceeds of maturities and sales of policies, if any, will be distributed in accordance with a waterfall provision.

The proceeds of the transaction will be used to pay off White Eagle’s revolving credit facility with LNV Corporation (“LNV”), as lender, and CLMG Corp. (“CLMG”), as the administrative agent, in accordance with the Plan of Reorganization. The transaction is subject to certain conditions including completion of definitive documents. The parties intend to consummate the transaction as soon as practicable.

In the event that the Seller Parties (x) breach the Commitment Letter with respect to negotiating definitive documents and consummating the transaction or (y) enter into a different transaction to sell, finance or transfer a substantial portion of their assets other than to JMP or the acquisition vehicle in the transaction described above or (z) the Chapter 11 Cases are converted to cases under Chapter 7 of the U.S. Bankruptcy Code, then JMP will be entitled to receive from the Seller Parties a break-up fee equal to 1.75% of $530,000,000 plus $500,000 in expense reimbursement.

On July 24, 2019, the Company issued a press release announcing the Commitment Letter, a copy of which is filed herewith as Exhibit 99.1.

The above descriptions of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits EXHIBIT INDEX

EMERGENT CAPITAL, INC. Exhibit
EX-10.1 2 equityprojectrodeoformofco.htm EXHIBIT 10.1 Exhibit CONFIDENTIALJuly 18,…
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About EMERGENT CAPITAL, INC. (NYSE:EMG)

Emergent Capital, Inc., formerly Imperial Holdings, Inc., is a specialty finance company that invests in asset classes, primarily life settlements. The Company, through its subsidiary companies, owns a portfolio of approximately 630 life insurance policies (life settlements). The Company purchases individual policies and portfolios of life insurance policies and manages those assets based on actuarial and market data. The Company provides customized liquidity solutions to owners of illiquid financial assets in two markets, which include life finance and structured settlements. The Company focuses on lending to outright purchases of portfolios, to tertiary trades, as well as individual secondary market purchases. The Company invests in short and long-term life settlement investments.