XML 121 R13.htm IDEA: XBRL DOCUMENT v2.4.1.9
Sale Of Equity Derivatives Brokerage Business, Management Contracts, And Investment Advisory Agreements
12 Months Ended
Dec. 31, 2014
Sale Of Equity Derivatives Brokerage Business, Management Contracts, And Investment Advisory Agreements [Abstract]  
Sale Of Equity Derivatives Brokerage Business, Management Contracts, And Investment Advisory Agreements

5. SALE OF EQUITY DERIVATIVES BROKERAGE BUSINESS, MANAGEMENT CONTRACTS, AND INVESTMENT ADVISORY AGREEMENTS

Sale of Equity Derivatives Brokerage Business

The Company entered into a purchase agreement, dated as of January 27, 2012, as amended on November 30, 2012 and December 31, 2012, whereby it agreed, subject to approval by FINRA and other customary closing conditions, to sell its equity derivatives brokerage business to an entity owned by two individuals that were employed by the Company until December 31, 2012 (the “FGC Buyer”). The FGC Buyer received certain intellectual property, books and records, and rights to the “FGC” name. The transaction was subject to FINRA approval, which was obtained in November 2012 and the equity derivatives brokerage business was transferred to the FGC Buyer on December 31, 2012, the closing date. All of the Company’s existing equity derivatives team were terminated and joined the FGC Buyer.

 

Pursuant to the terms of the purchase agreement, the FGC Buyer will pay to the Company a purchase price equal to 4.5% of all revenue earned by the FGC Buyer and the U.S. broker-dealer operations of certain of its affiliates between December 31, 2012 and December 31, 2015. In addition, in the event of a capital transaction, as defined in the purchase agreement, involving the FGC Buyer and certain of its affiliates, the Company will be entitled to receive ten percent (10%) of an amount equal to (a) all of proceeds received by the FGC Buyer and certain of its affiliates, less (b) certain expenses incurred in connection with such capital transaction. Revenue share income has been recorded as a component of principal transactions and other income. 

The equity derivatives business generated $7,842 of revenue and $711 of operating income for the year ended December 31, 2012.

Sale of Star Asia Group

On February 20, 2014, the Company completed the sale of all of its ownership interests in the Star Asia Group.  The Company received an initial upfront payment of $20,043 and will receive contingent payments equal to 15% of certain revenues generated by Star Asia Manager, SAA Manager, SAP GP, Star Asia Capital Management, and certain affiliated entities for a period of at least four years. 

          As a result of the sale of the Star Asia Group, the Company recorded a gain of $78 in the first quarter of 2014, which is included as a component of principal transactions and other income in the consolidated income statement.  The Company’s accounting policy is to record contingent payments receivable as income as they are earned.  Contingent income is recorded as a component of principal transactions and other income. 

Sale of European Operations

On August 19, 2014, the Operating LLC entered into a definitive agreement to sell its European operations to C&Co Europe Acquisition LLC, an entity controlled by Daniel G. Cohen, the Vice Chairman of the Company’s Board of Directors and of the board of managers of the Operating LLC, President and Chief Executive of the Company’s European business, and the President of CCFL, for approximately $8,700.  The purchase price for the Company’s European operations consists of an upfront payment at closing of $4,750 (subject to adjustment) and up to $3,950 to be paid over the four years following the closing of the sale. 

Upon closing, the Operating LLC will also enter into a non-cancellable trust deed agreement with one of the entities included in the sale of the Company’s European operations (the manager of the Munda CLO I), which will result in the Operating LLC retaining the right to substantially all revenues from the management of Munda CLO I, as well as the proceeds from any potential future sale of the Munda CLO I management agreement. 

Under the terms of the definitive agreement relating to the transaction, the Operating LLC will divest its European operations, including asset management and capital market activities through offices located in London, Paris, and Madrid, and approximately 30 employees will transition from the Operating LLC to C&Co Europe Acquisition LLC.  Upon the closing of the transaction, Mr. Cohen will be deemed to have voluntarily terminated employment with the Company and its affiliates and will resign from all other positions and offices that he holds with the Company and its affiliates.  Notwithstanding the foregoing, Mr. Cohen will receive no severance or other compensation related to such termination and resignation, and Mr. Cohen will remain Vice Chairman of the Company’s Board of Directors and IFMI’s largest shareholder (including voting only shares).

The Operating LLC’s European asset management business to be sold pursuant to the transaction includes management agreements for the Dekania Europe I, II, and III CDOs and the management agreements for several European managed accounts.  As of December 31, 2014, these European assets under management totaled approximately $834,055, which represented 19% of the Company’s total AUM. Although the manager of Munda CLO I will be part of the transferred business, the Munda CLO I management agreement will be held in trust for the benefit of the Operating LLC. As of December 31, 2014, the Munda CLO I assets under management totaled approximately $723,381, which represented 17% of the Company’s total AUM.  The Operating LLC’s European capital markets business consists of credit-related fixed income sales, trading, and financing as well as new issue placements in corporate and securitized products and advisory services, operating primarily through the Operating LLC’s subsidiary, CCFL.

The combined European business to be sold, excluding the revenues and expenses related to Munda CLO I, accounted for approximately $8,869 of revenue for the year ended December 30, 2014, and $1,858 of operating loss for the year ended December, 2014, and included approximately $2,072 of net assets as of December 31, 2014.

Under the terms of the purchase agreement, the Operating LLC had the right to initiate, solicit, facilitate, and encourage alternative acquisition proposals from third parties for a “go shop” period of up to 90 days from the signing of the purchase agreement. On October 29, 2014, the special committee of the board of directors elected to end the “go shop” period. The “go shop” period did not result in the Operating LLC receiving a superior proposal from a third party, and the Operating LLC intends to pursue the transaction with the entity controlled by Daniel G. Cohen, which is expected to close in the first half of 2015.  The sale of the European business is subject to customary closing conditions and regulatory approval from the United Kingdom Financial Conduct Authority.