-- Continued strong stockholder support for the
business combination deadline to be extended until June 30, 2018
--
Easterly Acquisition Corp. (“Easterly”) (NASDAQ: EACQ) announced
the vote by stockholders to extend the deadline to complete an
initial business combination to June 30, 2018. Stockholders
representing 95.3% of the stockholder base voted, with all of the
votes cast in favor of extending the time that Easterly has to
complete its initial business combination. 7,035 shares of common
stock were redeemed by existing Easterly stockholders in connection
with the extension, leaving approximately $153 million cash in
trust after redemptions.
Easterly obtained the extension to allow it more time to
complete its previously announced business combination with JH
Capital Group Holdings, LLC (“JH Capital”). JH Capital is a
specialty finance business that offers end-to-end solutions to
customers at every stage of the distressed credit cycle, from
default to rehabilitation. Its largest segment buys defaulted
consumer receivables and strategically places the accounts for
collection. Additionally, JH Capital helps consumers rehabilitate
their credit profile by advocating on their behalf in the
settlement of third-party debt.
“We appreciate the support of our investors and look forward to
the completion of the transaction,” said Darrell Crate, Chairman of
the Board of Directors of Easterly. “This transaction will give the
company the capital it needs to accelerate its growth plan and to
position it better for the tailwinds that continue to build in the
industry.”
“The strong market fundamentals for purchasing charged-off
consumer debt that we witnessed at the end of 2017 continued to
provide significant opportunities for our business in the first
quarter of 2018,” said Douglas Jacobsen, JH Capital’s Chief
Executive Officer. “We are excited to complete our business
combination with Easterly and list our common stock on the NASDAQ
exchange, providing the public markets with the ability to share in
our Company’s continued growth and success.”
Easterly and JH Capital believe the deal continues to be priced
attractively to peers:
Public Peer Trading Levels: Price / 2018E
PRA Group(NASDAQ: PRAA)
Encore Capital Group(NASDAQ: ECPG)
March 28, 2018
21.0x
9.6x
EACQ $10.18 Stock Price
Discount
62%
18%
Source: JH Capital provided materials,
Capital IQ. Market data as of March 28, 2018.
Note: Using comparable Economic Earnings
for JH Capital (see March 8, 2018 press release for details).
About JH Capital
JH Capital is a specialty finance business that offers
end-to-end solutions to customers at every stage of the distressed
credit cycle, from default to rehabilitation. Its largest segment
buys defaulted consumer receivables and strategically places the
accounts for collection. Additionally, JH Capital helps consumers
rehabilitate their credit profile by advocating on their behalf in
the settlement of third-party debt. By leveraging a proprietary
combination of data and models, JH Capital can offer loans to
select, prequalified consumers, pioneering financial solutions that
aim to restore their credit profiles and refinance their existing
obligations. JH Capital has a high level of earnings visibility
created by contracted, fixed-price forward flow agreements to
purchase debt from major financial institutions. Its data-driven,
analytical culture has yielded consistent and predictable results
relative to expectation.
About Easterly LLC
Easterly LLC is a private asset management holding company that
has interests in boutique investment management firms. Easterly’s
core expertise is in acting as a principal to grow business
platforms. Easterly enhances businesses as a partner through
capital formation, corporate development, and strategic
implementation activities. Easterly’s principals have a proven
track record of delivering outperformance to both public and
private investors across a variety of sectors. For more information
about Easterly, please visit Easterly’s website at
www.easterlycapital.com.
About Easterly Acquisition Corp.
Easterly Acquisition Corp. is a Special Purpose Acquisition
Company sponsored by Easterly Acquisition Sponsor, LLC, an
affiliate of Easterly LLC, for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses or assets. Easterly Acquisition Corp. completed its
initial public offering in August 2015, raising $200 million in
cash proceeds. Easterly Acquisition Corp.’s officers and certain of
its directors are affiliated with Easterly LLC. For more
information about Easterly Acquisition Corp., please visit its
website at www.easterlyacquisition.com.
Additional Information about the Transaction and Where to
Find It
This communication relates to a proposed business combination
(the “Proposed Transaction”) between Easterly Acquisition Corp. and
JH Capital Group Holdings, LLC and may be deemed to be solicitation
material in respect of the Proposed Transaction. The Proposed
Transaction will be submitted to the stockholders of Easterly for
their approval. In connection with the stockholder vote on the
Proposed Transaction, Easterly filed with the SEC a preliminary
proxy statement on Schedule 14A. This communication is not a
substitute for the proxy statement that the Company will file with
the SEC or any other documents that the Company may file with the
SEC or send to its stockholders in connection with the Proposed
Transaction. When completed, Easterly will mail a definitive proxy
statement to its stockholders in connection with Easterly’s
solicitation of proxies for the special meeting of Easterly
stockholders to be held to approve the business combination and
related transactions. This presentation does not contain all the
information that should be considered concerning the Proposed
Transaction, including relevant risk factors that may be included
in the proxy statement. It is not intended to provide the basis for
any investment decision or any other decision in respect to the
Proposed Transaction. Easterly stockholders and other interested
persons are advised to read Easterly’s preliminary proxy statement,
the amendments thereto, and the definitive proxy statement
(including any documents incorporated by reference therein), as
these materials will contain important information about JH
Capital, Easterly, and the Proposed Transaction. A copy of the
definitive proxy statement will be sent when available to all
stockholders of Easterly seeking the required stockholder
approvals. Investors and stockholders can obtain free copies of the
preliminary proxy statement and other documents filed with the SEC
by Easterly through the web site maintained by the SEC at
www.sec.gov. In addition, investors and stockholders can obtain
free copies of the preliminary proxy statement once it is available
from Easterly by accessing Easterly’s website at
www.easterlyacquisition.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. Forward-looking statements may relate to
the Proposed Transaction and any other statements relating to
future results, strategy and plans of Easterly and JH Capital
(including certain projections, business trends, and statements
which may be identified by the use of the words “plans”, “expects”
or “does not expect”, “estimated”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words
and phrases or that state certain actions, events or results “may”,
“could”, “would”, “might”, “projects”, “will” or “will be taken”,
“occur” or “be achieved”). Forward-looking statements are based on
the opinions and estimates of management of Easterly or JH Capital,
as the case may be, as of the date such statements are made, and
they are subject to known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results,
level of activity, performance or achievements to be materially
different from those expressed or implied by such forward-looking
statements. For JH Capital, these risks and uncertainties include,
but are not limited to, its revenues and operating performance,
general economic conditions, industry trends, legislation or
regulatory requirements affecting the business in which it is
engaged, management of growth, its business strategy and plans,
fluctuations in debt purchasing, investigations or enforcement
actions by governmental authorities, individual and class action
lawsuits, the result of future financing efforts and its dependence
on key personnel. For Easterly, factors include, but are not
limited to, the successful combination of Easterly with JH
Capital’s business, amount of redemptions, the ability to retain
key personnel and the ability to achieve stockholder and regulatory
approvals and to successfully close the transaction. Additional
information on these and other factors that may cause actual
results and Easterly’s performance to differ materially is included
in Easterly’s periodic reports filed with the SEC, including but
not limited to Easterly’s Form 10-K for the year ended December 31,
2017 and subsequent Forms 10-Q. Copies may be obtained by
contacting Easterly or the SEC. Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. These forward-looking statements are made
only as of the date hereof, and Easterly undertakes no obligations
to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to sell or purchase, nor the solicitation of an
offer to buy or sell any securities, nor is it a solicitation of
any vote, consent, or approval in any jurisdiction pursuant to or
in connection with the Proposed Transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
Participants in Solicitation
Easterly and JH Capital, and their respective directors and
executive officers, may be deemed participants in the solicitation
of proxies of Easterly stockholders in respect of the Proposed
Transaction. Information about the directors and executive officers
of Easterly is set forth in Easterly’s Form 10-K for the year ended
December 31, 2017. Information about the directors and executive
officers of JH Capital and more detailed information regarding the
identity of all potential participants, and their direct and
indirect interests, by security holdings or otherwise, are set
forth in Easterly’s preliminary proxy statement. Investors may
obtain additional information about the interests of such
participants by reading such preliminary proxy statement.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180329005893/en/
Investor Relations:JH Capital Group Holdings,
LLC888-737-5424ir@jhcapitalgroup.comorEasterly Acquisition
Corp.646-712-8300ir@easterlyacquisition.com
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