- Abacus Life and East Resources Acquisition
Company (NASDAQ: ERES) enter business combination agreement
- Sector leader within an uncorrelated
alternative asset class with a $233 billion TAM, institutional
investment grade counterparts and outsized growth potential,
underpinned by steady financial performance
- Proprietary technology platform yields
differentiated underwriting capabilities
- Transaction implies pro-forma enterprise
value of $618 million; proceeds to be used to reduce cost of
capital, scale hold portfolio and begin securitizing policy
portfolios
- Anticipated transaction close as early as
the fourth quarter of 2022
- Combined company’s shares of common stock
expected to list under ticker symbol ”ABAL”
- Investor call scheduled for Tuesday,
August 30, 2022 at 8:30 AM ET
Abacus Settlements, LLC (d/b/a Abacus Life) and Longevity Market
Assets, LLC (together “Abacus”), a leading buyer of life insurance
policies and vertically integrated alternative asset manager
specializing in specialty insurance products, and East Resources
Acquisition Corporation (NASDAQ: ERES) (“ERES”), a special purpose
acquisition company, announced today their entry into a definitive
merger agreement that will result in Abacus becoming a publicly
listed company. Upon closing of the transaction, the combined
company will be named Abacus Life, Inc. and is expected to remain
listed on Nasdaq under the new ticker symbol “ABAL.”
Abacus Life has been the industry leader in purchasing life
insurance policies in the U.S. for the last 18+ years, with nearly
20% market share, and approximately 4x origination growth over the
last six years. Additionally, with almost $1.3 billion in face
value of policies purchased from 2019 – 2021, the Company has
helped thousands of clients maximize the value of their life
insurance. Abacus Life’s team of 59 experienced professionals,
which has serviced approximately $950 million in policies and is
operational in 49 states, provides white-glove service to financial
advisors and policy owners who need to value life insurance and
explore this lucrative financial option. Abacus Life is a BBB
Accredited Business with an A+ rating.
“We are thrilled to be partnering with East Resources on this
significant milestone. They share our excitement about the
opportunity ahead and bring invaluable expertise and knowledge in
alternative investments,” said Jay Jackson, Chief Executive Officer
of Abacus Life. “This transaction is an important milestone and
will assist in accelerating the scale of our platform to increase
penetration into the growing $233 billion potential Annual Life
Settlement market.”
“Abacus’ leadership has built a leading business in the life
settlement industry with a deep management team, each with decades
of experience,” said Terry Pegula, Chairman, CEO and President of
East Resources Acquisition Company. “We are very fortunate to have
found such a great partner for the SPAC and more importantly for
shareholders, a company that is a highly scalable, sector market
leader, underpinned by steady financial performance and strong
growth potential.”
Abacus Investment Highlights
- Large and growing addressable market with secular tailwinds and
meaningful growth potential, including opportunity to increase
market penetration
- Essentially uncorrelated alternative asset class with strong
historical returns and institutional investment grade
counterparts
- Origination machine developed over the past 18 years that
drives economics and returns
- Proprietary technology platform yields differentiated
underwriting capabilities
- Optimized platform through active portfolio management
- Strong leadership supported by an experienced operational and
execution team
- Highly attractive projections that transition the business
model as the capital base scales
Transaction Overview The combined company will have an
estimated post-transaction enterprise value of $618 million,
assuming no redemptions by ERES public stockholders. Cash proceeds
from the transaction will consist of up to $98 million of cash held
in ERES’s trust account (before redemptions and the payment of
certain expenses), plus any additional cash raised via a private
placement prior to closing of the transaction.
The net proceeds from the transaction will enable Abacus to
lower its cost of capital, scale its Hold Portfolio and begin
securitizing policy portfolios.
Abacus owners will roll 100% of their existing equity holdings
into the combined company and are expected to own approximately 70%
of the combined company on a non-fully diluted basis immediately
following the closing of the transaction, assuming no redemptions
by ERES’s public stockholders.
The transaction, which has been unanimously approved by the
boards of both ERES and Abacus, and has the voting support of all
of the equity holders of Abacus, is expected to close as early as
the fourth quarter of 2022, subject to regulatory approvals,
approval of the proposed transaction by stockholders of ERES and
the satisfaction or waiver of other customary closing
conditions.
Following the closing of the transaction, the existing
management team of Abacus, led by CEO Jay Jackson, will continue to
operate and manage Abacus.
For additional information regarding the terms of the
transaction, as well as an investor presentation, please see the
Current Report on Form 8-K filed today with the Securities and
Exchange Commission (the “SEC”) by ERES. Additional information
about the transaction will be provided in the proxy statement
relating to the transaction to be filed with the SEC by ERES.
Advisors Aviditi Advisors is serving as exclusive
strategic and financial advisor to ERES, and Latham & Watkins
LLP is acting as legal counsel to ERES. Locke Lord LLP is acting as
Abacus’s legal counsel.
Conference Call & Webcast Information ERES and Abacus
management will host a conference call and webcast to discuss the
proposed transaction today, Tuesday, August 30, at 8:30 a.m.
Eastern time. The webcast will be accompanied by a detailed
investor presentation, which will be available on Abacus’s website
at abacuslife.com/investors and on the SEC’s website at
www.sec.gov.
Date: Tuesday, August 30, 2022 Time: 8:30 a.m. Eastern time
Toll-free dial-in number: 877-407-9716 International dial-in
number: 201-493-6779 Conference ID: 13732628
Please call the conference telephone number 5-10 minutes prior
to the start time. An operator will register your name and
organization.
The conference call will be broadcast live and available for
replay via the Abacus website at abacuslife.com/investors.
A telephonic replay of the conference call will also be
available after 11:30 a.m. Eastern time today through September 6,
2022.
Toll-free replay number: 844-512-2921 International replay
number: 412-317-6671 Replay ID: 13732628
About Abacus Abacus is a leading vertically integrated
alternative asset manager specializing in life insurance products.
Since 2004, the Company has purchased life insurance policies from
consumers seeking liquidity and has actively managed those policies
over time (via trading, holding, and / or servicing). With over
$2.9 billion in face value of policies purchased from 2019 through
2021, Abacus has helped thousands of clients maximize the value of
life insurance.
Over the past 18 years, the Company has built an
institutionalized origination and portfolio management process that
is supported by a 59-person team, long-term relationships with 78
institutional partners and 30,000 financial advisors, and the
ability to operate in 49 states. The Company has serviced
approximately $950 million in policies and has managed assets for
large asset managers and third-party investment funds.
Abacus’ leadership team averages 20+ years of experience and
have been innovators in the industry since its inception in the
mid-90s.
The Company is a proud member of the Life Insurance Settlements
Association (LISA) and complies with HIPPA and privacy laws to
maintain and protect confidentiality of financial, health, and
medical information. Abacus is also proud to be a BBB Accredited
Business with an A+ rating.
abacuslife.com
About East Resources Acquisition Company East Resources
Acquisition Company, led by Terrence (Terry) M. Pegula, is a blank
check company formed for the purpose of entering into a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses in North America.
Forward-Looking Statements This communication contains
certain forward-looking statements within the meaning of the
federal securities laws with respect to the transaction, including
statements regarding the anticipated benefits of the transaction,
the anticipated timing of the transaction, the future financial
condition and performance of Abacus and expected financial impacts
of the transaction (including future revenue and pro forma
enterprise value) and the platform and markets and expected future
growth and market opportunities of Abacus. These forward-looking
statements generally are identified by the words “believe,”
“predict,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “scales,” “representative of,” “valuation,”
“potential,” “opportunity,” “plan,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and
similar expressions or the negatives of these terms or variations
of them. Forward-looking statements are predictions, projections
and other statements about future events that are based on current
expectations and assumptions and, as a result, are inherently
subject to risks and uncertainties. These forward‐looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are beyond
ERES’s or Abacus’s control, are difficult or impossible to predict
and may differ from assumptions. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this communication, including but not limited to: (i)
the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of ERES’s
securities, (ii) the risk that the transaction may not be completed
by ERES’s business combination deadline and the potential failure
to obtain an extension of the business combination deadline if
sought by ERES, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the requisite approvals
of ERES’s stockholders and Abacus’s owners, the satisfaction of the
minimum aggregate transaction proceeds amount following any
redemptions by ERES’s public stockholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a
third party valuation in determining whether or not to pursue the
transaction, (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement relating to the transaction, (vi) the effect of the
announcement or pendency of the transaction on Abacus’s business or
employee relationships, operating results and business generally,
(vii) the risk that the transaction disrupts current plans and
operations of Abacus, (viii) the risk of difficulties in retaining
employees of Abacus as a result of the transaction, (ix) the
outcome of any legal proceedings that may be instituted against
Abacus or against ERES related to the merger agreement or the
transaction, (x) the ability to maintain the listing of ERES’s
securities on a national securities exchange, (xi) changes in the
competitive industries in which Abacus operate, variations in
operating performance across competitors, changes in laws and
regulations affecting Abacus’s business and changes in the combined
capital structure, (xii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
transaction, and the ability to identify and realize additional
opportunities, (xiii) risks related to the uncertainty of Abacus’s
projected financial information, (xiv) current and future
conditions in the global economy, including as a result of the
impact of the COVID-19 pandemic, (xv) the risk that demand for
Abacus’s life settlement and related offerings does not grow as
expected, (xvi) the ability of Abacus to retain existing customers
and attract new customers, (xvii) the potential inability of Abacus
to manage growth effectively, (xviii) the potential inability of
Abacus to grow its market share of the life settlement industry or
to achieve efficiencies regarding its operating model or other
costs, (xix) negative trends in the life settlement industry
impacting the value of life settlements, including increases to the
premium costs of life insurance policies, increased longevity of
insureds, and errors in the methodology and assumptions of life
expectancy reports, (xx) legal challenges by insurers relating to
the validity of the origination or assignment of certain life
settlements, (xxi) the enforceability of Abacus’s intellectual
property rights, including its trademarks and trade secrets, and
the potential infringement on the intellectual property rights of
others, (xxii) Abacus’s dependence on senior management and other
key employees, (xxiii) the risk of downturns and a changing
regulatory landscape in the industry in which Abacus operates, and
(xxiv) costs related to the transaction and the failure to realize
anticipated benefits of the transaction or to realize estimated pro
forma results and underlying assumptions, including with respect to
estimated stockholder redemptions. The foregoing list of factors is
not exhaustive.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should carefully consider the foregoing factors and the other risks
and uncertainties which will be more fully described in the “Risk
Factors” section of the proxy statement discussed below and other
documents filed by ERES from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers of this communication are cautioned not to put undue
reliance on forward-looking statements, and Abacus and ERES assume
no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Abacus nor ERES gives any
assurance that any of Abacus or ERES, or the combined company, will
achieve expectations.
Additional Information About the Proposed Transaction and
Where to Find It This communication relates to the proposed
transaction. ERES intends to file a proxy statement relating to the
transaction with the SEC that will be sent to all ERES
stockholders. ERES will also file other documents regarding the
transaction with the SEC. Before making any voting decision,
investors, security holders and other interested persons of ERES
and Abacus are urged to read the proxy statement and all other
relevant documents filed or that will be filed with the SEC in
connection with the transaction as they become available because
they will contain important information about the transaction.
Investors, security holders and other interested persons will be
able to obtain free copies of the proxy statement and all other
relevant documents filed or that will be filed with the SEC by ERES
through the website maintained by the SEC at www.sec.gov. The
documents filed by ERES with the SEC also may be obtained free of
charge upon written request to ERES at 7777 NW Beacon Square
Boulevard, Boca Raton, Florida.
Participants in the Solicitation ERES, Abacus and their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from ERES stockholders
in connection with the transaction. A list of the names of such
directors and executive officers and information regarding their
interests in the transaction will be contained in the proxy
statement when available. You can find more information about
ERES’s directors and executive officers in ERES’s Annual Report on
Form 10-K for the year ended December 31, 2021, which ERES filed
with the SEC on June 22, 2022. You may obtain free copies of these
documents as described in the preceding paragraph.
No Offer or Solicitation This communication does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange any securities, or a solicitation of any
vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, sale, or exchange
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act, or an exemption
therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220830005367/en/
East Resources Acquisition Company Investor Contact: Kelly
Seward info@eastresources.com
Abacus Life Investor Relations investors@abacuslife.com
Abacus Life Public Relations press@abacuslife.com
Grafico Azioni East Resources Acquisition (NASDAQ:ERES)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni East Resources Acquisition (NASDAQ:ERES)
Storico
Da Mag 2023 a Mag 2024