Gerova Completes Acquisition of $1.2 Billion Life Insurance Portfolio and Arranges $50 Million Credit Facility
By Gerova Financial Group Ltd., PRNEMonday, January 3, 2011
HAMILTON, Bermuda, January 4, 2011 - Gerova Financial Group, Ltd. ("Gerova") (NYSE: GFC), a diversified
financial services company, announced today that it has completed the
acquisition of a portfolio of life insurance policies and loans on life
insurance policies representing approximately $1.2 billion of in-force life
insurance. The portfolio consists of 180 policies issued by highly rated
insurance carriers with 96% of the carriers in the Portfolio rated A, A+, or
A++.
The portfolio was acquired from HM Ruby Fund L.P., a Los Angeles-based
hedge fund, for $105 million, consisting of $11 million in cash and $94
million in Gerova ordinary shares. The share consideration of $28.69 per
share was based on the average closing price of Gerova on the New York Stock
Exchange for the ten trading days ending December 30, 2010. The 3,276,403
shares to be issued in the transaction represent 10.2% of the issued and
outstanding shares after giving effect to the issuance.
Concurrently, Gerova arranged a five-year $50 million line of credit. The
proceeds will be used to service the portfolio, and to service future
share-based portfolio acquisitions in the life settlements sector.
"This transaction reaffirms a key aspect of our business model, using our
publicly listed shares to acquire private equity portfolios on favorable
terms," said Keith Harris, incoming Gerova Chairman.
On December 7, 2010 Gerova announced two other all-share transactions,
agreeing to acquire institutional investment banks Seymour Pierce Holdings
Ltd. and Ticonderoga Securities LLC.
"Today, Gerova acquired over a billion dollars of high quality financial
instruments issued by investment grade rated institutions in exchange for
Gerova equity, which substantially enhances our company's balance sheet and
our earnings potential as we plan for the integration of Seymour Pierce and
Ticonderoga," continued Harris.
Wholly-owned subsidiary Gerova Advisors LLC arranged the transaction.
About Gerova Financial Group, Ltd.
Gerova Financial Group is a diversified financial services company that
aggregates permanent equity capital through the acquisition of private equity
portfolios in exchange for its shares, and then redeploys the acquired assets
to provide additional capital for income-producing financial services
companies. Gerova went public as a Special Purpose Acquisition Company
(SPAC), then in January 2010 successfully became an operating company as a
result of acquiring nine private equity portfolios and operating insurance
companies in exchange for its public shares. In December, Gerova announced
the all-share acquisitions of investment banks Seymour Pierce and Ticonderoga
Securities. Gerova was admitted to trade on the NYSE in September 2010 and is
listed in the Russell 2000(R) index published by Russell Investments, a
ranking of the top US-listed public companies.
For further information concerning the terms of the proposed transactions
involving Seymour Pierce Holdings Ltd. and Ticonderoga Securities LLC, please
refer to Gerova's Form 6-K filed on December 7, 2010 with the US Securities
and Exchange Commission.
Forward Looking Statements
This press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding the
Company, its acquired assets and the Company's business after completion of
the transactions consummated in January 2010. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements,
which are based upon the current beliefs and expectations of the management
of the Company, are subject to risks and uncertainties, which could cause
actual results to differ from the forward-looking statements. The following
factors, among others, could cause actual results to differ from those set
forth in the Forward-Looking Statements: (i) potential material reductions in
the value of a substantial portion of the Company's assets acquired in
connection with the business combinations consummated in January 2010; (ii)
officers and directors allocating their time to other businesses or
potentially having conflicts of interest with the Company's businesses; (iii)
success in retaining or recruiting, or changes required in, the Company's
officers, key employees or directors; (iv) the potential liquidity and
trading of the Company's public securities; (v) the Company's revenues and
operating performance; (vi) changes in overall economic conditions; (vii)
anticipated business development activities of the Company following
consummation of the transactions described above; (viii) risks and costs
associated with regulation of corporate governance and disclosure standards
(including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); and
(ix) other relevant risks detailed in the Company's filings with the SEC. The
information set forth herein should be read in light of such risks. Neither
the Company nor any target companies or funds we intend to acquire assumes
any obligation to update the information contained in this release.
Contact: For Gerova Financial Group, Ltd.: Jeff Lloyd Thomas Mulligan Sitrick and Company +1-212-573-6100
For Gerova Financial Group, Ltd.: Jeff Lloyd or Thomas Mulligan, Sitrick and Company, +1-212-573-6100
Tags: Bermuda, Gerova Financial Group Ltd., Hamilton, January 4