Attached files
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8-K - FORM 8-K - ELAH Holdings, Inc. | v56532e8vk.htm |
EX-3.2 - EX-3.2 - ELAH Holdings, Inc. | v56532exv3w2.htm |
EX-3.1 - EX-3.1 - ELAH Holdings, Inc. | v56532exv3w1.htm |
EX-10.3 - EX-10.3 - ELAH Holdings, Inc. | v56532exv10w3.htm |
EX-10.7 - EX-10.7 - ELAH Holdings, Inc. | v56532exv10w7.htm |
EX-10.4 - EX-10.4 - ELAH Holdings, Inc. | v56532exv10w4.htm |
EX-10.6 - EX-10.6 - ELAH Holdings, Inc. | v56532exv10w6.htm |
EX-10.5 - EX-10.5 - ELAH Holdings, Inc. | v56532exv10w5.htm |
EX-10.8 - EX-10.8 - ELAH Holdings, Inc. | v56532exv10w8.htm |
EX-10.2 - EX-10.2 - ELAH Holdings, Inc. | v56532exv10w2.htm |
EX-10.1 - EX-10.1 - ELAH Holdings, Inc. | v56532exv10w1.htm |
Exhibit 99.1
Former Subprime Lender Fremont General Corp. Exits Chapter 11, Under Court-Approved
Reorganization Plan of Signature Group Holdings
Signatures plan preserves shareholder equity and projects net operating loss carry-forwards to
offset future taxable income; once one of the countrys largest subprime lenders, the reorganized
company will focus on special situation acquisitions and commercial lending to middle market
companies nationally
SHERMAN OAKS, Calif. and NEW YORK, June 14 /PRNewswire-FirstCall/ Ending a two year battle over
the fate of what was once one of the nations largest subprime lenders, private investment firm
Signature Group Holdings, LLC has successfully reorganized Anaheim, CA-based Fremont General Corp.
Signatures plan of reorganization became effective on June 11 2010. As of that date Fremont
General changed its name to Signature Group Holdings, Inc.; the reorganized companys shares will
continue to trade under the symbol SGGH.PK.
Signatures plan was previously approved by Fremonts impaired debt and equity constituents and
confirmed by Judge Erithe Smith of the U.S. Bankruptcy Court for the Central District of California
in Santa Ana.
The successful reorganization of Fremont ends a contested bankruptcy case that began in June 2008
and at one time attracted as many as six different plan proponents. Signatures plan of
reorganization includes a $10.3 million equity infusion and the issuance of warrants to purchase
additional shares. In winning control over Fremont, Signature prevailed over five competing plans
in a highly complex and competitive reorganization process.
Signature intends to focus on credit-oriented special situation lending and investments in
middle-market companies on a national basis. One of the key features of the Signature plan is the
preservation of Fremonts equity existing Fremont shareholders will hold approximately two-thirds
of the outstanding shares of the reorganized company. Additionally, Signatures plan of
reorganization projects that approximately $769 million in net operating loss carry-forwards will
be available to offset future taxable income.
The reorganized company will have approximately 112 million shares of common stock issued and
outstanding. Signature Group Holdings, Inc.s new board of directors bring substantial experience
in commercial credit and middle market transactions. John Nickoll, founder of Foothill Capital
Corp., formerly the largest independent commercial finance company in the U.S. prior to merging
with Wells Fargo, will be Chairman of the Board of the reorganized company.
Commenting on Judge Smiths confirmation order, Signature Managing Director Craig Noell said, We
are excited about putting our plan to work and believe it represents a long-term win for Fremonts
investors and creditors. This is a tremendous opportunity to
turn Fremont into a profitable business one that can take a lead role in lending to and acquiring
middle market companies, a sector that continues to be starved for capital and quality credit.
Fremont General Corporation was once a $7 billion financial institution with interests in banking,
insurance and commercial finance; its wholly owned subsidiary, Fremont Investment & Loan, was one
of the countrys top five originators of subprime residential loans. When the subprime residential
market collapsed in 2007, Fremont came under pressure by its primary regulators and was forced to
eventually file for Chapter 11 protection in June, 2008. In bankruptcy, the company sought to
effect the sale of its banking platform, branches and deposits to Capital Source Bank and to
further restructure its balance sheet and operations. The bankruptcy set off an intense battle for
control of Fremont by multiple creditor, equity and interested constituents.
Although a relative latecomer to the proceedings last fall, Signature brought a comprehensive and
forward-looking plan that subsequently gained support from key stakeholders, including; James
McIntyre, Fremonts former Chairman and CEO, who remains the largest individual shareholder. The
plan of reorganization also secured critical backing from shareholders led by New World
Acquisition, LLC, which was initially a competing plan proponent.
Signature Capital Advisers, LLC has entered into an interim investment management agreement with
the new company. Key directors and officers include Signature co-founders Craig Noell and Kyle
Ross, along with Kenneth Grossman, a veteran turnaround professional and distressed investor, and
Tom Donatelli, a Managing Director of Signature.
This is a true turnaround story, considering the fate of many of the nations other major subprime
lenders, said Mr. Grossman, a Signature Capital Managing Director. As a special situations
investor and commercial lender to quality credits, the Signature platform combines a healthy
capital base, diverse shareholders, and a significant pool of net operating losses to offset future
taxable income from our current income and deep-value investment strategy. The Old Fremont, now
known as Signature Group Holdings, Inc., has a second lease on life.
Transactional law firm Manderson, Schafer & McKinlay LLP, based in Newport Beach, CA, represented
Signature in the Chapter 11 case.
Sonnenschein Nath & Rosenthal LLP represented New World Acquisition, LLC and Kenneth Grossman.
About Signature Group Holdings, LLC
Formed in 2004, Signature Group Holdings, LLC, is a credit-oriented special situations investor
with a track record of successfully acquiring, originating and managing debt investments.
Additional information about Signature can be found on its website
www.Signaturecap.com. Signature is headquartered in Sherman Oaks, CA with a presence in New York,
NY.
Cautionary Statements
This news release contains forward-looking information. Statements contained in this news release
relating to future results, events and expectations are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements may involve known and unknown
risks and other factors and uncertainties which may cause the actual results to be materially
different from those expressed or implied by such statements. Signature does not have any intention
or obligation to update forward-looking statements included in this press release after the date of
this press release, except as required by law. No stock exchange or regulatory authority has
approved or disapproved of the information contained herein.
For further information. contact:
Investor relations, Signature Group Holdings, Inc. Telephone: (805) 435-1255
Contacts: | Allan Ripp 212-262-7477 arippnyc@aol.com | |
Joshua Spivak 510-849-1663 jspivaknyc@aol.com |