0000950103-13-006967.txt : 20131129 0000950103-13-006967.hdr.sgml : 20131128 20131129163612 ACCESSION NUMBER: 0000950103-13-006967 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20131129 DATE AS OF CHANGE: 20131129 GROUP MEMBERS: CRESTVIEW HOLDINGS (TE), L.P. GROUP MEMBERS: CRESTVIEW OFFSHORE HOLDINGS (CAYMAN), L.P. GROUP MEMBERS: CRESTVIEW PARTNERS (ERISA), L.P. GROUP MEMBERS: CRESTVIEW PARTNERS (PF), L.P. GROUP MEMBERS: CRESTVIEW PARTNERS GP, L.P. GROUP MEMBERS: FOREST HOLDINGS (ERISA) LLC GROUP MEMBERS: FOREST HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FBR & Co. CENTRAL INDEX KEY: 0001371446 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83799 FILM NUMBER: 131250383 BUSINESS ADDRESS: STREET 1: 1001 NINETEETH ST NORTH CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 703-312-9500 MAIL ADDRESS: STREET 1: 1001 NINETEETH ST NORTH CITY: ARLINGTON STATE: VA ZIP: 22209 FORMER COMPANY: FORMER CONFORMED NAME: FBR CAPITAL MARKETS CORP DATE OF NAME CHANGE: 20060803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESTVIEW PARTNERS, L.P. CENTRAL INDEX KEY: 0001303183 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-703-2708 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10021 FORMER COMPANY: FORMER CONFORMED NAME: Crestview Capital Partners LP DATE OF NAME CHANGE: 20040915 SC 13D/A 1 dp42279_sc13da5.htm FORM SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 5)*
 
 
FBR & Co.
(Name of Issuer)
 
 
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
 
 
30247C301
(CUSIP Number)
 
Ross A. Oliver
Crestview Partners
667 Madison Avenue 10th Floor
New York, New York 10065
Telephone: (212) 906-0700

Copies to:
Paul R. Kingsley
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
November 26, 2013
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.   o
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
Page 1
 
 
CUSIP No.
 
 
 
30247C301
1.
Names of Reporting Persons.
 
Crestview Partners GP, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  x
(b)  o
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
6.
Citizenship or Place of Organization
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
 
0
8.
Shared Voting Power
 
0
9.
 
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.0%
14.
Type of Reporting Person (See Instructions)
 
PN
 
 
Page 2
 
 
CUSIP No.
 
 
 
30247C301
1.
Names of Reporting Persons.
 
Forest Holdings LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  x
(b)  o
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
6.
Citizenship or Place of Organization
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
 
0
8.
 
Shared Voting Power
 
0
9.
 
Sole Dispositive Power
 
0
10.
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.0%
14.
Type of Reporting Person (See Instructions)
 
CO
 
 
Page 3
 
 
CUSIP No.
 
 
 
30247C301
1.
Names of Reporting Persons.
 
Crestview Partners, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  x
(b)  o
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
6.
Citizenship or Place of Organization
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
 
0
8.
 
Shared Voting Power
 
0
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.0%
14.
Type of Reporting Person (See Instructions)
 
PN
 
 
Page 4
 

CUSIP No.
 
 
 
30247C301
1.
Names of Reporting Persons.
 
Crestview Partners (PF), L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  x
(b)  o
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
6.
Citizenship or Place of Organization
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
 
0
8.
 
Shared Voting Power
 
0
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.0%
14.
Type of Reporting Person (See Instructions)
 
PN
 
 
Page 5
 

CUSIP No.
 
 
 
30247C301
1.
Names of Reporting Persons.
 
Crestview Holdings (TE), L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  x
(b)  o
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
6.
Citizenship or Place of Organization
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
 
0
8.
 
Shared Voting Power
 
0
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.0%
14.
Type of Reporting Person (See Instructions)
 
PN
 
 
Page 6
 
 
CUSIP No.
 
 
 
30247C301
1.
Names of Reporting Persons.
 
Crestview Offshore Holdings (Cayman), L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  x
(b)  o
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
6.
Citizenship or Place of Organization
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
 
0
8.
 
Shared Voting Power
 
0
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.0%
14.
Type of Reporting Person (See Instructions)
 
PN
 
 
Page 7
 

CUSIP No.
 
 
 
30247C301
1.
Names of Reporting Persons.
 
Forest Holdings (ERISA) LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  x
(b)  o
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
6.
Citizenship or Place of Organization
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
 
0
8.
 
Shared Voting Power
 
0
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.0%
14.
Type of Reporting Person (See Instructions)
 
CO
 
 
Page 8
 

CUSIP No.
 
 
 
30247C301
1.
Names of Reporting Persons.
 
Crestview Partners (ERISA), L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  x
(b)  o
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
6.
Citizenship or Place of Organization
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
 
0
8.
 
Shared Voting Power
 
0
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
 
13.
Percent of Class Represented by Amount in Row (11)
 
0.0%
14.
Type of Reporting Person (See Instructions)
 
PN
 
 
Page 9
 
 
This Amendment No. 5 (the “Amendment”) constitutes the fifth amendment to the Schedule 13D originally filed jointly on behalf of Crestview Partners GP, L.P. (“Crestview GP”), Forest Holdings LLC (“Forest LLC”), Crestview Partners, L.P. (“DE Fund”), Crestview Partners (PF), L.P. (“PF Fund”), Crestview Holdings (TE), L.P. (“TE Fund”) and Crestview Offshore Holdings (Cayman), L.P. (“Cayman Fund”) with the Securities and Exchange Commission on June 23, 2009 (as previously amended, the “Schedule 13D”), with respect to the common stock, $0.001 par value per share (the “Common Stock”), of FBR & Co., a Virginia corporation, formerly known as FBR Capital Markets Corporation (the “Issuer”).  Crestview GP, Forest LLC, DE Fund, PF Fund, TE Fund, Cayman Fund, Forest Holdings (ERISA) LLC (“Forest ERISA”) and Crestview Partners (ERISA), L.P. (“ERISA Fund”) and referred to herein collectively as the “Reporting Persons” and, each, a “Reporting Person.”  Except as specifically amended by this Amendment, the Schedule 13D remains in full force and effect.  Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and supplemented by the addition of the following:

Pursuant to the Purchase and Sale Agreement, dated as of November 26, 2013, by and among Forest LLC, Forest ERISA, Crestview Advisors, L.L.C. (“Crestview Advisors”) and the Issuer (the “Purchase and Sale Agreement”), among other things, (i) Forest LLC agreed to sell, and the Issuer agreed to purchase, 615,895 shares of Common Stock at $25.75 per share for a total purchase price of $15,859,296.25 and (ii) Forest Holdings ERISA agreed to sell, and the Issuer agreed to purchase 33,554 shares of Common Stock at $25.75 per share for a total purchase price of $864,015.50 (collectively, the “Sales”).  The Sales are expected to settle and close on or about December 2, 2013.  The information set forth in response to this Item 3 is qualified in its entirety by reference to the Purchase and Sale Agreement, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On November 26, 2013, Forest ERISA sold 38,233 shares of Common Stock at $25.75 per share for a total of $984,499.75, and Forest LLC sold 701,798 shares of Common Stock at $25.75 per share for a total of $18,071,298.50, in a negotiated transaction with third parties effected through the Issuer.
 
Item 5.  Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated in its entirety with the following:
 
(a) Amount beneficially owned:
 
As of November 26, 2013, following the Sales, none of the Reporting Persons beneficially own any shares of Common Stock.  

The information contained herein does not reflect the issuance of options to purchase shares of Common Stock to Crestview Advisors, which provides investment advisory and management services to the Crestview Funds but is not a Reporting Person.  On June 3, 2010, Crestview Advisors acquired an option to buy 38,461 shares of Common Stock at an exercise price of $16.40 per share (reflecting adjustments to take account of the Reverse Stock Split).  On June 1, 2011, Crestview Advisors acquired an option to buy 42,016 shares of Common Stock at an exercise price of $14.52 per share (reflecting adjustments to take account of the Reverse Stock Split).  On June 5, 2012, Crestview Advisors acquired an option to buy 61,244 shares of Common Stock at an exercise price of $10.96 per share (reflecting adjustments to take account of the Reverse Stock Split).  On June 5, 2013, Crestview Advisors acquired an option to buy 32,432 shares of Common Stock at an exercise price of $24.23 per share.  All of the foregoing options were granted to Crestview Advisors in lieu of cash payment for the strategic advisory fee payable to Crestview Advisors pursuant to the terms of the Professional Services Agreement between the Issuer and Crestview Advisors.

On September 9, 2013, Crestview Advisors agreed to (i) exercise its option to purchase 38,461 shares of Common Stock at an exercise price of $16.40 per share and immediately sell those shares to the Company at a price of $26.25 per share and (ii) exercise its option to purchase 15,908 shares of Common Stock at an exercise price of $14.52 per share and immediately sell those shares to the Company at a price of $26.25 per share.  Pursuant to the terms of the Purchase and Sale Agreement, on November 26, 2013, Crestview Advisors agreed to (i) exercise its option to purchase 26,108 shares of Common Stock at an exercise price of $14.52 per share and immediately sell those shares to the Company at a price of $25.75 per share and (ii) exercise its option to purchase 61,224 shares of
 
 
Page 10
 
 
Common Stock at an exercise price of $10.96 per share and immediately sell those shares to the Company at a price of $25.75 per share.  Crestview Advisors continues to have the option to purchase 32,432 shares of Common Stock at an exercise price of $24.23 per share.
  
(b)      Number of Shares as to which each Reporting Person has:

 
(i)
Sole power to vote or to direct the vote: See item 7 on Cover Pages to this Schedule 13D.

 
(ii)
Shared power to vote or to direct the vote: See item 8 on Cover Pages to this Schedule 13D.

 
(iii)
Sole power to dispose or to direct the disposition: See item 9 on Cover Pages to this Schedule 13D.

 
(iv)
Shared power to dispose or to direct the vote: See item 10 on Cover Pages to this Schedule 13D.
 
(c)  Other than as described in Item 3 above, the Reporting Persons have not effected any transactions in the Common Stock in the past sixty days except for the following transactions, each of which was made in a broker’s transaction in the open market:

Reporting Persons
Sale / Purchase
Date
No. of Shares
Price Per Share
Forest LLC
Sale
11/11/2013
12,288
$26.2926
Forest ERISA
Sale
11/11/2013
669
$26.2926
Forest LLC
Sale
11/12/2013
12,269
$26.0535
Forest ERISA
Sale
11/12/2013
668
$26.0535
Forest LLC
Sale
11/13/2013
7,397
$26.0235
Forest ERISA
Sale
11/13/2013
403
$26.0235
Forest LLC
Sale
11/15/2013
11,055
$26.3948
Forest ERISA
Sale
11/15/2013
602
$26.3948
Forest LLC
Sale
11/18/2013
759
$26.2606
Forest ERISA
Sale
11/18/2013
41
$26.2606
Forest LLC
Sale
11/19/2013
4,931
$26.2538
Forest ERISA
Sale
11/19/2013
269
$26.2538
Forest LLC
Sale
11/20/2013
10,833
$26.2932
Forest ERISA
Sale
11/20/2013
590
$26.2932
Forest LLC
Sale
11/21/2013
19,558
$26.4429
Forest ERISA
Sale
11/21/2013
1,066
$26.4429
Forest LLC
Sale
11/22/2013
4,173
$26.4716
Forest ERISA
Sale
11/22/2013
227
$26.4716
 
(d)      Except as described in this Schedule 13D, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of Common Stock owned by the Reporting Persons.
 
(e)      Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by the addition of the following:

 
Page 11
 
 
Upon completion of the Sale Transactions, the Amended and Restated Voting Agreement entered into as of May 20, 2009, by and among Arlington Asset Investment Corp., FBR TRS Holdings, Inc., the Issuer, Forest ERISA, and Forest LLC (the “Amended and Restated Voting Agreement”) will terminate in accordance with its terms.

The information set forth in response to this Item 6 is qualified in its entirety by reference to the Amended and Restated Voting Agreement, which is included as Exhibit 99.3 and is incorporated herein by reference.
 
 
Page 12
 
 
Item 7.  Material to be Filed as Exhibits
 
Exhibit
  
Name
  
99.1
  
Joint Filing Agreement, dated as of November 27, 2013, by and among the Reporting Persons.
Filed herewith
99.2
  
Purchase and Sale Agreement, dated as of November 26, 2013, by and among Forest Holdings LLC, Forest Holdings (ERISA) LLC, Crestview Advisors, L.L.C. and FBR & Co.
 
Filed herewith
99.3
  
Amended and Restated Voting Agreement by and among Friedman, Billings, Ramsey Group, Inc. (d/b/a Arlington Asset Investment Corp.), FBR TRS Holdings, Inc., FBR Capital Markets Corporation, Forest Holdings (ERISA) LLC, and Forest Holdings LLC dated as of May 20, 2009
Incorporated by reference to Exhibit 10.2 to the Current Report on Form  8-K filed by the Company on May 19, 2009 (File No. 001-33518)
 
 
Page 13
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: November 29, 2013

Forest Holdings LLC
 
By: /s/ Ross A. Oliver  
  Name: Ross A. Oliver  
  Title: Secretary  
 
 
Forest Holdings (ERISA) LLC
 
By: /s/ Ross A. Oliver  
  Name: Ross A. Oliver  
  Title: Secretary  
 

Crestview Partners, L.P.
Crestview Partners (PF), L.P.
Crestview Holdings (TE), L.P.
Crestview Partners (ERISA), L.P.
Crestview Offshore Holdings (Cayman), L.P.
By:  Crestview Partners GP, L.P., as general partner
By:  Crestview, L.L.C., as general partner
 
By: /s/ Ross A. Oliver  
  Name: Ross A. Oliver  
  Title: Senior Counsel and Chief Compliance Officer  
 
 
Crestview Partners GP, L.P.
By: Crestview, L.L.C., as general partner
 
By: /s/ Ross A. Oliver  
  Name: Ross A. Oliver  
  Title: Senior Counsel and Chief Compliance Officer  
 
 
Page 14
 
 EX-99.1 2 dp42279_ex9901.htm EXHIBIT 99.1
 

 
Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned hereby agrees (i) to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.001 par value per share, of FBR & Co. and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii) of the Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of this 29th day of November, 2013.
 
Forest Holdings LLC
 
By: /s/ Ross A. Oliver  
  Name: Ross A. Oliver  
  Title: Secretary  
 
Forest Holdings (ERISA) LLC
 
By: /s/ Ross A. Oliver  
  Name: Ross A. Oliver  
  Title: Secretary  
 

Crestview Partners, L.P.
Crestview Partners (PF), L.P.
Crestview Holdings (TE), L.P.
Crestview Partners (ERISA), L.P.
Crestview Offshore Holdings (Cayman), L.P.
By:  Crestview Partners GP, L.P., as general partner
By:  Crestview, L.L.C., as general partner
 
By: /s/ Ross A. Oliver  
  Name: Ross A. Oliver  
  Title: Senior Counsel and Chief Compliance Officer  
 
 
Crestview Partners GP, L.P.
By: Crestview, L.L.C., as general partner
 
By: /s/ Ross A. Oliver  
  Name: Ross A. Oliver  
  Title: Senior Counsel and Chief Compliance Officer  
 
 
 
 
EX-99.2 3 dp42279_ex9902.htm EXHIBIT 99.2
Exhibit 99.2
 
 
 

PURCHASE AND SALE AGREEMENT
 
THIS PURCHASE AND SALE AGREEMENT, dated as of November 26, 2013 (this “Agreement”), is being entered into among Forest Holdings LLC (“Forest Holdings”), Forest Holdings (ERISA) LLC (“Forest Holdings (ERISA)”), Crestview Advisors, L.L.C. (“Crestview Advisors”) and FBR & Co. (the “Company”).  Forest Holdings, Forest Holdings (ERISA), Crestview Advisors and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
 
WHEREAS, Forest Holdings and Forest Holdings (ERISA) have acquired shares of common stock of the Company (the “Shares”) pursuant to the Investment Agreement, dated as of July 19, 2006, among Forest Holdings, Forest Holdings (ERISA) and the Company and pursuant to certain other purchases;
 
WHEREAS, Crestview Advisors and the Company have entered into that certain Stock Option Agreement, dated as of June 5, 2013, which permits Crestview Advisors to purchase 61,224 Shares from the Company at any time prior to June 5, 2016 (the “2016 Stock Option Agreement”) and that certain Stock Option Agreement, dated as of June 5, 2013, which permits Crestview Advisors to purchase 42,016 Shares from the Company at any time prior to June 1, 2015 (the “2015 Stock Option Agreement”) (15,908 of which were previously purchased from the Company pursuant to the 2015 Stock Option Agreement); and
 
WHEREAS, Forest Holdings, Forest Holdings (ERISA) and Crestview Advisors desire to transfer certain Shares to the Company (including certain Shares that will be acquired pursuant to the 2016 Stock Option Agreement and the 2015 Stock Option Agreement), and the Company desires to accept such Shares, all as more fully set forth herein.
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.           Purchase and Sale of Forest Holdings Shares.  At the Closing, Forest Holdings shall sell, transfer and deliver to the Company, and the Company shall purchase, acquire and accept from Forest Holdings 615,895 Shares, at a price of $25.75 per Share (the “Sale Price”), representing an aggregate purchase price for such Shares of $15,859,296.25.

2.           Purchase and Sale of Forest Holdings (ERISA) Shares.  At the Closing, Forest Holdings (ERISA) shall sell, transfer and deliver to the Company, and the Company shall purchase, acquire and accept from Forest Holdings (ERISA) 33,554 Shares, at the Sale Price, representing an aggregate purchase price for such Shares of $864,015.50.

3.           Stock Option Agreements. (a) Crestview Advisors hereby notifies the Company that it has elected to purchase (i) 61,224 Shares, at the exercise price of $10.96 per Share, pursuant to the option contained in the 2016 Stock Option Agreement  and (ii) 26,108 Shares, at the exercise price of $14.52 per Share, pursuant to the option contained in the 2015 Stock Option Agreement.

 
 
 
 
(b) At the Closing, (i) the Company shall issue 61,224 Shares to Crestview Advisors in accordance with the terms of the 2016 Stock Option Agreement, (ii) Crestview Advisors shall deliver to the Company payment of $671,015.04, representing the aggregate exercise price for the Shares being purchased pursuant to the 2016 Stock Option Agreement (the “2016 Aggregate Exercise Price”) and (iii) Crestview Advisors shall sell, transfer and deliver to the Company, and the Company shall purchase, acquire and accept from Crestview Advisors 61,224 Shares, at the Sale Price, representing an aggregate purchase price for such Shares of $1,576,518.00 (the “2016 Aggregate Purchase Price”).  As the delivery to the Company of the 2016 Aggregate Exercise Price and the delivery to Crestview Advisors of the 2016 Aggregate Purchase Price and the related issuance of Shares shall each occur simultaneously, the 2016 Aggregate Exercise Price and 2016 Aggregate Purchase Price may be netted and delivery to Crestview Advisors of such net amount is deemed to be pursuant to and in satisfaction of Section 2(c) of the 2016 Stock Option Agreement.

(c) (i) The Company shall issue 26,108 Shares to Crestview Advisors in accordance with the terms of the 2015 Stock Option Agreement, (ii) Crestview Advisors shall deliver to the Company payment of $379,088.16, representing the aggregate exercise price for the Shares being purchased pursuant to the 2015 Stock Option Agreement (the “2015 Aggregate Exercise Price”) and (iii) Crestview Advisors shall sell, transfer and deliver to the Company, and the Company shall purchase, acquire and accept from Crestview Advisors 26,108 Shares, at the Sale Price, representing an aggregate purchase price for such Shares of $672,281.00 (the “2015 Aggregate Purchase Price”).  As the delivery to the Company of the 2015 Aggregate Exercise Price and the delivery to Crestview Advisors of the 2015 Aggregate Purchase Price and the related issuance of Shares shall each occur simultaneously, the 2015 Aggregate Exercise Price and 2015 Aggregate Purchase Price may be netted and delivery to Crestview Advisors of such net amount is deemed to be pursuant to and in satisfaction of Section 2(c) of the 2015 Stock Option Agreement.

(c) The Parties acknowledge and agree that following the issuance of Shares to Crestview Advisors in accordance with Section 3(b)(i) and Section 3(c)(i) above, Crestview Advisors will no longer have a continuing option to purchase Shares under the 2016 Stock Option Agreement or the 2015 Stock Option Agreement.

4.           Closing.  The closing and settlement of the transactions described in Sections 1 through 3 above (the “Closing”) shall occur on or about December 2, 2013 or such other date that is mutually agreed among the Parties.  Immediately following Closing, the Parties shall execute a cross receipt acknowledging the consummation of the foregoing transactions.

5.           Board Approval.  The Company represents and warrants that the foregoing transactions have been duly approved by the Board of Directors of the Company (excluding the Crestview representatives, Mr. Murphy and Mr. Klein, who did not participate in such Board action).

 
 
 
 
6.           Further Assurances.  The Parties agree to execute, acknowledge and deliver such further instruments and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.
 
7.           Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided that no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other Party hereto.
 
8.           Costs and Expenses.  Each Party to this Agreement shall be responsible for such Party’s own expenses in connection with this Agreement.
 
9.           Governing Law.  This Agreement shall be governed by and construed under the laws of the State of New York without giving effect to the conflicts of laws principles thereof.
 
10.           Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter of this Agreement.

11.           Counterparts, Entire Agreement, No Oral Modification.  This Agreement may be executed by any Party hereto by facsimile or electronic transmission in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument, represent the complete understanding of the Parties hereto with respect to the subject matter hereof and may be amended or modified only in writing signed by the Parties hereto.
 
           12.           Specific Performance. The Parties agree that money damages would not be a sufficient remedy for any breach of this Agreement and that the non-breaching party shall be entitled to, and the breaching party shall not oppose the granting of, equitable relief, including injunction and specific performance, in the event of any such breach, in addition to all other remedies available to the non-breaching party at law or in equity.
 
[Signature Page Follows]
 
 
 
 
 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date and year first above written.
 
 
 
FOREST HOLDINGS LLC
  
       
 
By:
/s/ Evelyn C. Pellicone  
  Name: Evelyn C. Pellicone  
  Title: Chief Financial Officer  
       
 
 
FOREST HOLDINGS (ERISA) LLC
  
       
 
By:
/s/ Evelyn C. Pellicone  
  Name: Evelyn C. Pellicone  
  Title: Chief Financial Officer  
       
 
 
CRESTVIEW ADVISORS, L.L.C.
  
       
 
By:
/s/ Evelyn C. Pellicone  
  Name: Evelyn C. Pellicone  
  Title: Chief Financial Officer  
       
 
 
FBR & CO.
  
       
 
By:
/s/ Bradley J. Wright  
  Name: Bradley J. Wright  
  Title: EVP & Chief Financial Officer  
 




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[Signature Page to Purchase and Sale Agreement]