New York (ots/PRNewswire)
- US$11.5 Billion AUM Alternative Asset Manager to Reinvest
Proceeds and Build on Proven Model
Halcyon Asset Management LLC together with its affiliates
("Halcyon") and Alternative Asset Management Acquisition Corporation
(AMEX: AMV) ("AAMAC") announced today that Halcyon will access the
public equity markets through an acquisition by AAMAC. Halcyon,
founded in 1981, is a leading global alternative asset management
firm with approximately US$11.5 billion in assets under management.
The new entity will be called Halcyon Management Inc. ("Halcyon
The transaction values Halcyon at approximately US$974 million.
Under the terms of the agreement, members of Halcyon entities will
receive up to US$505 million in cash and notes, and will retain LLC
interests in Halcyon exchangeable into shares of AAMAC on a
one-for-one basis. The terms also provide for the ownership of the
Halcyon exchangeable interests to be adjusted upward contingent upon
achieving certain stock price targets. Halcyon members will initially
own approximately 43.6% of the fully diluted ownership interest of
the new entity.
Partners of Halcyon entities will further align their interests
with fund investors, reinvesting 75% of the after-tax cash proceeds
in Halcyon funds, typically for three years, at full fees to the
public stockholders. Halcyon's partners will enter into lock-up and
non-compete agreements, and their equity consideration will generally
vest over five years.
Halcyon has a diverse investor base including leading public and
private pension funds, endowments, foundations, financial
institutions, insurance companies, funds of hedge funds and high net
worth individuals. It has clients in the United States, Canada, Latin
America, the United Kingdom, Continental Europe, the Middle East,
Asia ex-Japan, Japan and Australia. Halcyon manages multi-strategy
funds, as well as additional strategies focused on off-the-run and
difficult-to-source investments, stressed/distressed and undervalued
asset-backed securities, senior secured bank loans and long/short
corporate debt investments.
Halcyon is headquartered in New York, with offices in London and
Los Angeles. It has been registered with the SEC as an investment
advisor since 1997, and its London affiliate is authorized by the
FSA. Halcyon Asset Management LLC is privately held and controlled by
11 active partners, who average 12 years of experience at the firm.
Halcyon draws on the skills and experience of 119 employees, 50 of
whom are investment professionals.
"We believe this transaction, first and foremost, will benefit
our investors. It will enhance our ability to attract and retain the
best talent in the business, ensuring our continued ability to build
on our track record by having the right people for the right
strategies at the right time," said John Bader, Co-Chairman of
Halcyon Asset Management LLC. "It will give us a currency for further
growth, which will help us motivate employees and support our
recruiting efforts. Our reinvestment of the proceeds will further
strengthen our alignment of interests with fund investors."
"This transaction accomplishes AAMAC's stated IPO objective: to
find an alternative asset management firm that has a long track
record of success," said Michael Levitt, current Chairman of AAMAC.
"Halcyon has proven through its growth that it has the history,
scale, investment and risk management processes, operational
infrastructure and capacity to attract large institutional investors.
We particularly like its affiliate business model, under which in the
last three years it has launched three hedge fund strategies with
assets now aggregating over US$2 billion. We believe this transaction
benefits all parties involved as it allows Halcyon to access the
public market and further achieve its strategic objectives at an
attractive valuation for AAMAC public shareholders. Based on average
historical net returns of Halcyon funds, historical Halcyon hedge
fund AUM growth and Halcyon's management fee run-rate as of December
31, 2007, the multiple of earnings power at the trust value of
US$9.76 per share is approximately 9.5 times."
Mr. Bader continued, "Halcyon's structure, in which employees
will be paid primarily through a share of performance fees and our
public shareholders will generally receive all of our management
fees, will give investors in the stock the ability to participate in
the growth and institutionalization of the hedge fund industry with
limited exposure to performance variability. The structure also
allows us to retain the attractiveness of our partnership model and
Upon consummation of the transaction, John Bader will become
Chairman and Chief Executive Officer of Halcyon Management, Kevah
Konner and Steven Mandis will each become Vice Chairman and Tom
Hirschfeld will become President. All current management members of
the Halcyon management team will remain with the company.
To finance the acquisition, AAMAC will use the:
-- cash held in trust of approximately US$390 million assuming no
conversions and excluding deferred underwriting fees;
-- issuance of a note in the amount of US$115 million, subject to
adjustment in certain circumstances;
In addition, the Halcyon equity holders will retain 46.9 million
LLC interests in Halcyon that will be exchangeable on a one-for-one
basis into Halcyon Management common stock, which was valued at
US$469 million. In addition, the Halcyon equity holders will be
eligible to receive up to an additional 26.6 million exchangeable LLC
interests, which will be issued in equal amounts upon achievement of
each dollar of stock price from US$15 to US$20.
The transaction is expected to be completed during the third
quarter 2008, pending AAMAC stockholder approval, Halcyon client
consent, regulatory approval, and other customary closing conditions.
The parties intend to seek listing of Halcyon Management's shares to
trade on the New York Stock Exchange following the closing.
Separately, Halcyon announced that it recently completed the sale
of an affiliate, which had assets under management of US$2.2 billion.
Goldman Sachs is serving as exclusive financial advisor to
Halcyon, and Citi is serving as exclusive financial advisor to AAMAC.
Jefferies Putnam Lovell, the division of Jefferies Group, Inc. (NYSE:
JEF) provided an opinion to the AAMAC Board that the transaction was
fair to AAMAC from a financial point of view. Legal counsel to
Halcyon is Wachtell, Lipton, Rosen and Katz, while legal counsel to
AAMAC is Akin Gump Strauss Hauer Feld LLP.
Certain additional information, including historical financial
information and data on Halcyon, such as assets under management
(AUM), performance track record and AUM growth rates, will be
contained in a management presentation which will be made public and
filed later today by AAMAC with the U.S. Securities and Exchange
Investor/Analyst Presentation--Conference Call and Webcast
Halcyon and AAMAC will host a conference call today at 8 a.m.
Eastern Time (ET) to discuss the proposed transaction. The call will
be open to the public. All interested parties who would like to
listen to the call should dial +1-800-291-9234 (within the U.S.) or
+1-617-614-3923 (outside the U.S.) 10 minutes prior to the scheduled
start of the call (participant passcode: 23059068). A simultaneous
webcast of the call also will be available to the public on a
listen-only basis through Halcyon's Web site at www.halcyonllc.com
The slides complementary to the presentation are available at the SEC
) as part of today's AAMAC 8-K filing.
For those unable to listen to the live broadcast, a replay will
be available at the same Web address or by dialing +1-888-286-8010
(within the U.S.) or +1-617-801-6888 (outside the U.S.) approximately
two hours after the event (replay participant passcode: 31016532).
Founded in 1981, Halcyon is a leading global multi-strategy
investment firm, managing approximately US$11.5 billion in assets for
a diverse group of investors including leading public and private
pension funds, endowments, foundations, financial institutions,
insurance companies, funds of hedge funds and high net worth
individuals. Halcyon is registered with the SEC and the U.K.
Financial Services Authority and has clients in the United States,
Canada, Latin America, the United Kingdom, Continental Europe, the
Middle East, Asia ex-Japan, Japan and Australia. For more information
on Halcyon see www.halcyonllc.com
About Alternative Asset Management Acquisition Corporation
Alternative Asset Management Acquisition Corporation ("AAMAC") is
a blank check company which was formed in 2007 for the purpose of
acquiring through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination one or more businesses or assets in the alternative asset
management sector or a related business. It currently has no
Additional Information About the Transaction and Where to Find It
AAMAC intends to file with the Securities and Exchange Commission
("SEC") a preliminary proxy statement in connection with the proposed
transaction and to mail a definitive proxy statement and other
relevant documents to AAMAC stockholders. Stockholders of AAMAC and
other interested persons are advised to read, when available, AAMAC's
preliminary proxy statement, and amendments thereto, and the
definitive proxy statement in connection with AAMAC's solicitation of
proxies for the special meeting to be held to approve the transaction
because the proxy statement will contain important information about
AAMAC, Halcyon and the proposed transaction. The definitive proxy
statement will be mailed to stockholders as of a record date to be
established for voting on the transaction. Stockholders will also be
able to obtain a copy of the preliminary and definitive proxy
statements, without charge, once available, at the SEC's Internet
site at http://www.sec.gov
or by directing a request to: AAMAC, 590
Madison Avenue, 35th Floor, New York, New York 10022, telephone:
Nothing in this press release should be construed as, or is
intended to be a solicitation for or an offer by, on behalf of AAMAC
or Halcyon, of any securities or investment advisory services.
Participants in the Solicitation
AAMAC and its directors and its officers may be deemed
participants in the solicitation of proxies from AAMAC's
stockholders. A list of the names of those directors and the officers
and descriptions of their interests in AAMAC is contained in AAMAC's
prospectus dated August 1, 2007, which is filed with the SEC, and
will also be contained in AAMAC's proxy statement when it becomes
available. More detailed information regarding the identity of
potential participants and their direct or indirect interests, by
securities holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with the SEC in connection
with the proposed transaction.
This press release includes "forward-looking statements" within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Words such as
"expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes,"
"predicts," "potential," "continue," and similar expressions are
intended to identify such forward-looking statements. Forward-looking
statements in this press release include matters that involve known
and unknown risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to
differ materially from results expressed or implied by this press
release. Such risk factors include, among others: uncertainties as to
the timing of the acquisition and the ability to obtain financing;
approval of the transaction by AAMAC stockholders; the satisfaction
of closing conditions to the transaction, including the receipt of
regulatory approvals; costs related to the acquisition; the
competitive environment in the asset management industry; the
diversion of management time on acquisition related issues; general
economic conditions such as inflation or recession; operating Halcyon
as a public company; market conditions for Halcyon managed investment
funds; and the performance of Halcyon managed investment funds; the
inability to maintain growth rates of assets under management; the
related management and performance fees and the related impact on
revenue, net income and fund inflows/outflows. Actual results may
differ materially from those contained in the forward-looking
statements in this press release. AAMAC and Halcyon undertake no
obligation and do not intend to update these forward-looking
statements to reflect events or circumstances occurring after the
date of this press release. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of
the date of this press release. All forward-looking statements are
qualified in their entirety by this cautionary statement.
Web site: http://www.halcyonllc.com
ots Originaltext: Halcyon Asset Management LLC
Im Internet recherchierbar: http://www.presseportal.ch
Steven Bruce, Mary Beth Grover, Ann Taylor Reed, +1-212-371-5999, all
of The Abernathy MacGregor Group, for Halcyon Asset Management LLC