EMERGENT CAPITAL, INC. (NYSE:EMG) Files An 8-K Entry into a Material Definitive AgreementItem 9.01Entry into a Definitive Material Agreement.
On January 22, 2018, Emergent Capital, Inc. (the “Company”) entered into a stock purchase agreement (the “Agreement”) with SB Holdings, Inc., a California corporation (“Holdings”), and Sherman, Clay & Co. an Indiana corporation and wholly-owned Subsidiary of Holdings (“Sherman, Clay”) to which the Company agreed to purchase all of the issued and outstanding capital stock of Sherman, Clay from Holdings for an initial purchase price of 18,000,000 shares (the “Initial Shares”) of the Company’s common stock par value $0.01 per share (“Common Stock”), of which 2,700,000 will be held back for up to 18 months from closing to offset potential indemnified claims. The initial purchase price is subject to increase to earn-outs based on financial performance during the first year after the acquisition closes (the “Additional Shares” and, together with the Initial Shares, the “Consideration Shares”) as provided for in the Agreement.
The Agreement contains standard representations and warranties related to each party, and may be terminated prior to the closing under certain circumstances. The closing of the purchase of Sherman, Clay under the Agreement (the “Purchase”) is subject to a number of closing conditions, including certain regulatory approvals and obtaining financing for working capital and general corporate purposes, and is anticipated to occur no later than the second quarter of 2018.
In connection with the consummation of the Purchase, the Company also agreed to, among other things, enter into a registration rights agreement to which it will register the resale of the Consideration Shares.
The foregoing description of the Agreement is qualified in its entirety by reference to such agreement, which will be filed in accordance with SEC regulations.
On January 25, 2018, the Company issued a press release announcing the Agreement, a copy of which is attached hereto as Exhibit 99.1.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
EMERGENT CAPITAL, INC. ExhibitEX-99.1 2 release-projectmozart.htm EXHIBIT 99.1 Exhibit Emergent Capital Announces Purchase of Sherman Clay & Co. BOCA RATON,…To view the full exhibit click here
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.