Värde Partners, Inc. Completes Acquisition of FirstCity Financial Corporation
May 17 2013 - 3:21PM
Business Wire
Värde Partners, Inc. (“Värde” or the “Company”) and FirstCity
Financial Corporation (NASDAQ: FCFC, “FirstCity”) today announced
that certain funds managed by Värde completed the acquisition of
FirstCity.
As previously announced and pursuant to the terms of the
transaction, Mark B. Horrell, who previously served as Senior Vice
President and Head of U.S. Acquisitions of FirstCity, has been
appointed Chief Executive Officer of FirstCity, succeeding James T.
Sartain. Mr. Sartain will retire and join Värde as a consultant.
Additionally, Terry R. DeWitt, Senior Vice President and Head of
Global Acquisitions of FirstCity, and James C. Holmes, Senior Vice
President and Managing Director of FirstCity, will become Chief
Credit Officer and Chief Operating Officer, respectively, and will
assist Mr. Horrell in leading the operations of FirstCity.
FirstCity will retain its headquarters in Waco and will maintain
its office in Dallas, Texas.
“We are excited to complete this acquisition and look forward to
continuing our work with the experienced and capable team at
FirstCity,” said Jason Spaeth, a Managing Partner of Värde. “We are
confident that we will be able to capitalize on current and future
market opportunities.”
“Today marks an important next step in FirstCity’s development
and position in the marketplace,” said Mark B. Horrell, Chief
Executive Officer of FirstCity. “Under Värde’s leadership and as a
privately held company, FirstCity will have enhanced financial
flexibility, enabling us to focus on our strategic direction and
long-term goals. On behalf of FirstCity’s management team, I would
like to thank our clients, stockholders and dedicated employees for
their support throughout this process.”
Värde and certain of its affiliates have a 20-year working
history with FirstCity, and since 2009 have co-invested in a
substantial majority of FirstCity’s U.S. distressed asset
acquisitions. In recent years, Värde and FirstCity have jointly
invested over $800 million to purchase distressed assets with an
unpaid principal balance in excess of $1.5 billion.
Under the terms of the merger agreement, FirstCity stockholders
are entitled to receive $10.00 per share in cash, without interest,
for each share of FirstCity common stock they own immediately prior
to the effective time of the merger. Letters of transmittal
directing FirstCity stockholders of record to deliver their share
certificates to the disbursing agent in exchange for payment of the
merger consideration will be distributed within the next two weeks.
Stockholders of record should be in receipt of the letter of
transmittal before surrendering their share certificates.
Stockholders who hold shares through a bank or broker will not have
to take any action to receive the merger consideration in exchange
for their shares, as such process will be handled by the bank or
broker.
Trading of FirstCity's common stock on the NASDAQ Global Select
Market will be suspended following the close of markets today and
FirstCity expects that NASDAQ will file a notification of removal
of listing and registration on Form 25 with the Securities and
Exchange Commission (“SEC”) with respect to FirstCity’s common
stock following the close of markets today. FirstCity intends to
deregister its common stock and to suspend its reporting
obligations under the Securities Exchange Act of 1934, as amended,
by promptly filing a Form 15 with the SEC.
Haynes and Boone, LLP served as legal counsel and Lazard Middle
Market LLC served as financial advisor to FirstCity in connection
with the transaction. Morris, Nichols, Arsht & Tunnell LLP
served as Delaware legal counsel to FirstCity’s Board of Directors.
Mayer Brown LLP served as Värde’s legal counsel and Sandler O’Neill
+ Partners, L.P. served as its financial advisor.
About Värde
Founded in 1993, Värde is a leading alternative investment fund
manager with over $7 billion in assets under management. Värde’s
expertise is in credit, distressed and special situation investing
in a wide range of assets, including corporate securities, consumer
loans, structured securities, real estate, and capital equipment.
With offices in Minneapolis, London and Singapore, Värde invests in
markets across the globe.
About FirstCity Financial Corporation
FirstCity Financial Corporation is a diversified financial
services company with operations dedicated primarily to distressed
asset acquisitions and special situations investments. FirstCity
has offices in the U.S. and affiliate organizations in Europe and
Latin America.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements based on
the expectations of current FirstCity management. Those
forward-looking statements include all statements other than those
made solely with respect to historical fact. Numerous risks,
uncertainties and other factors may cause actual results to differ
materially from those expressed in any forward-looking statements.
These factors include, but are not limited to, (1) the outcome of
any legal proceedings that have been or may be instituted against
FirstCity and others following announcement of the merger
agreement; (2) risks that the proposed transaction disrupts
FirstCity’s current plans and operations and the potential
difficulties in employee retention as a result of the merger; (3)
the ability to recognize the benefits of the merger; (4) the amount
of the costs, fees, expenses and charges related to the merger and
the actual terms of certain financings that will be obtained for
the merger; (5) legislative developments; (6) changes in tax and
other laws; and (7) other risks in connection with the consummation
of the merger. Additional factors that may affect the future
results of FirstCity are set forth in its filings with the SEC,
including its recent filings on Forms 10-K, 10-Q, and 8-K,
including, but not limited to, those described in FirstCity’s Form
10-K for the fiscal year ended December 31, 2012 and FirstCity’s
Form 10-Q for the fiscal quarter ended March 31, 2013. Many of the
factors that will determine the outcome of the subject matter of
this press release are beyond FirstCity’s ability to control or
predict. These forward looking statements reflect FirstCity’s
expectations as of the date of this press release. FirstCity
undertakes no obligation to revise or update any forward-looking
statements, or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required under applicable law.
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