Jesup & Lamont, Inc. and Tri-Artisan Capital Partners, LLC Reach Agreement-in-Principle to Enter Into Combination Transaction
February 11 2010 - 8:30AM
PR Newswire (US)
Highly Complementary and Transformative Transaction to Create
Next-Generation Diversified Financial Services Firm NEW YORK, Feb.
11 /PRNewswire-FirstCall/ -- Jesup & Lamont Inc. (NYSE Amex:
JLI), 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. DATASOURCE: Tri-Artisan Capital
Partners, LLC; Jesup & Lamont, Inc. CONTACT: Joe LoBello or
Tony Herrling, Brainerd Communicators, Inc., +1-212-986-6667 Web
Site: http://www.tri-artisan.com/
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