“Building Greater Opportunities

For Profitable and Sustained Growth”

November 2009

Filed by Alesco

Financial Inc.

(Commission File No.

333-159661)

Pursuant to Rule

425 under the Securities Act of 1933,

as

amended,

and

deemed

filed

pursuant

to

Rule

14a-6

of the Securities Exchange Act of 1934, as amended.

Subject Company: Alesco

Financial

Inc.

2

Important Information and Where to Find it

Alesco

Financial

Inc.

(“AFN”)

filed

with

the

Securities

and

Exchange

Commission

(the

“SEC”)

a

registration

statement

on

Form

S-4,

containing

a

proxy

statement/prospectus

in

connection

with

the

proposed

merger

with

Cohen

Brothers,

LLC

(“Cohen”),

which

was

announced

on

February

20,

2009.

The

registration

statement

has

become

effective.

INVESTORS

ARE

URGED

TO

READ

THE

PROXY

STATEMENT/PROSPECTUS

CAREFULLY

AND

IN

ITS

ENTIRETY

BECAUSE

IT

CONTAINS

IMPORTANT

INFORMATION

ABOUT

AFN,

COHEN

AND

THE

PROPOSED

MERGER

BETWEEN

THE

TWO

COMPANIES.

A

definitive

proxy

statement/prospectus

will

be

mailed

to

AFN’s

stockholders

on

or

about

November

9,

2009.

In

addition,

AFN’s

stockholders

may

obtain

the

proxy

statement/prospectus

and

all

other

relevant

documents

filed

by

AFN

with

the

SEC

free

of

charge

at

the

SEC’s

website

www.sec.gov

or

from

Alesco

Financial

Inc.,

Attn:

Investor

Relations,

2929

Arch

Street,

17th

Floor,

Philadelphia,

PA

19104.

AFN

and

its

directors

and

executive

officers

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

in

connection

with

the

proposed

merger.

Information

about

AFN’s

directors

and

executive

officers

and

their

ownership

of

AFN’s

stock

is

set

forth

in

the

proxy

statement/prospectus

relating

to

the

merger.

Additional

information

regarding

such

individuals

who

may,

under

the

rules

of

the

SEC,

be

considered

to

be

participants

in

the

solicitation

of

proxies

in

connection

with

the

merger

is

also

set

forth

in

the

proxy

statement/prospectus.

3

Forward-Looking Statements

This

presentation

contains

certain

statements,

estimates

and

forecasts

with

respect

to

future

performance

and

events.

These

statements,

estimates

and

forecasts

are

“forward-looking

statements”.

In

some

cases,

forward-looking

statements

can

be

identified

by

the

use

of

forward-looking

terminology

such

as

“may,”

“might,”

“will,”

“should,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“predict,”

“potential”

or

“continue”

or

the

negatives

thereof

or

variations

thereon

or

similar

terminology.

All

statements

other

than

statements

of

historical

fact

included

in

this

presentation

are

forward-looking

statements

and

are

based

on

various

underlying

assumptions

and

expectations

and

are

subject

to

known

and

unknown

risks,

uncertainties

and

assumptions,

and

may

include

projections

of

our

future

financial

performance

based

on

our

growth

strategies

and

anticipated

trends

in

our

business.

These

statements

are

based

on

our

current

expectations

and

projections

about

future

events.

There

are

important

factors

that

could

cause

our

actual

results,

level

of

activity,

performance

or

achievements

to

differ

materially

from

the

results,

level

of

activity,

performance

or

achievements

expressed

or

implied

in

the

forward-looking

statements.

These

factors

include,

but

are

not

limited

to,

those

discussed

under

the

heading

“Risk

Factors”

in

the

Proxy

Statement

/

Prospectus

filed

with

the

SEC

on

Form

S-4

on

November

4,

2009,

including

the

following:

(a)

a

decline

in

general

economic

conditions

or

the

global

financial

markets,

(b)

losses

caused

by

financial

or

other

problems

experienced

by

third

parties,

(c)

losses

due

to

unidentified

or

unanticipated

risks,

(d)

a

lack

of

liquidity,

i.e.,

ready

access

to

funds

for

use

in

our

businesses,

and

(e)

competitive

pressure.

As

a

result,

there

can

be

no

assurance

that

the

forward-looking

statements

included

in

this

presentation

will

prove

to

be

accurate.

In

light

of

these

risks,

uncertainties

and

assumptions,

the

future

performance

or

events

described

in

the

forward-looking

statements

in

this

presentation

might

not

occur.

Accordingly,

you

should

not

rely

upon

forward-looking

statements

as

a

prediction

of

actual

results.

We

do

not

undertake

any

obligation

to,

and

will

not,

update

any

forward-looking

statements,

whether

as

a

result

of

new

information,

future

events

or

otherwise.

4

Table of Contents

Page

I.

Merger Overview

5

II.

Rationale for the Transaction

6

III.

Overview of Combined Company

9

IV.

Combined Company’s Businesses

A.

Capital Markets

14

B.

Asset Management

17

V.

Financial Summary

18

5

Merger Overview

Transaction

Valuation and

Consideration

Closing

Stockholder

Approval

•

On February 20, 2009, Alesco

Financial Inc. (“AFN”) entered into a merger

agreement with Cohen & Company (“Cohen”); Cohen is to merge with a

subsidiary of AFN

•

Combined

company

will

be

publicly

traded;

expect

to

move

listing

to

NYSE

Amex under symbol “COHN”

•

Subject to merger elections, existing AFN shareholders expected to own

approximately 56.5% and Cohen members (excluding Daniel Cohen) expected

to own approximately 43.5%, of AFN common stock immediately post-

transaction

•

Holders of common stock of AFN will continue to hold their shares of AFN

•

All stock transaction following 1 for 10 reverse split of AFN shares

•

Combined company expected to operate as a C-Corp for tax purposes

•

AFN:

6.0

million

AFN

shares;

following

1

for

10

reverse

split

of

AFN

shares

•

Cohen

Members

–

excluding

Daniel

Cohen:

4.6

million

AFN

shares;

assuming full conversion of Cohen interests not held by Daniel Cohen

•

Daniel Cohen:

5.0 million units of New Cohen Brothers LLC; Daniel Cohen

not permitted to redeem for three years

•

December 2009 (estimated)

•

Approval of the transaction by AFN’s

stockholders; requires the affirmative vote

of a majority of those voting

6

Rationale: AFN Board’s Considerations

•

Credit crisis directly impacted AFN:

–

Significantly reducing asset values

–

Severely restricting ability to raise new capital

–

Preventing the financing of new investments with long-term debt

•

Transformation of AFN’s business model was necessary

•

After considering various options, including status quo, transaction with third party and

liquidation, AFN Board concluded that the merger with Cohen was the best alternative for AFN

stockholders

COMBINED COMPANY IS WELL POSITIONED FOR GROWTH & PROFITABILITY

7

Rationale: AFN Reasons for Merger

•

AFN requires additional income to cover its expense base and debt service

–

AFN has debt of $76.8 million, annual debt service of $6.2 million, and annual G&A of

approximately $8.0 million

–

AFN has very little cash flow from existing investments, which alone does not provide return

to stockholders

•

The proposed merger with Cohen provides access to an operating business with growing net trading

revenues and variable cost structure

–

Cohen’s net trading (brokerage) revenue is growing rapidly

–

Cohen has recurring earnings from existing asset management contracts with controlled

expenses

–

The transaction will position the combined company to take advantage of unprecedented

reshuffling of competitive landscape

•

Simplification of balance sheet

–

Less investment capital intensive

–

Fewer restrictions on investments

•

Combined balance sheet solidifies competitive position and sets combined company apart from most

smaller competitors

COMBINED COMPANY IS WELL POSITIONED FOR GROWTH & PROFITABILITY

8

Rationale: AFN Reasons for Merger (continued)

•

Cohen has existing platform for asset management contract acquisitions and related recurring

revenue

•

Cohen has developed contacts and capabilities over the past decade with substantial value

–

Relationships with small and mid-sized banks (400+) and insurance companies (150+) that are

a potential source of advisory and trading revenue

–

Trading relationships with over 200 institutional fixed income managers

–

Recently

hired

over

40

fixed

income

traders

and

salespeople

with

years

of

experience

and

relationships in the marketplace

•

Insider interests aligned with stockholders through significant management / employee ownership

•

AFN internalization of management contract completely aligns interests

•

Elimination

of

AFN

related

party

management

fee

expenses

without

incurring

significant

termination

fee under existing management agreement with Cohen

•

Cost savings from combining certain support expenses

•

Combined company will have primarily a variable compensation cost structure with pay for

performance arrangements

COMBINED

COMPANY

IS

WELL

POSITIONED

FOR

GROWTH

&

PROFITABILITY

9

Combined Company: Overview

•

Two

main

operating

businesses

–

capital

markets

and

asset

management

•

Cohen was founded in 1999 and is expected to merge with AFN in December 2009

•

AFN is currently publicly traded on the NYSE under the symbol “AFN”; upon completion of the

merger, the combined company is expected to trade on the NYSE Amex under the symbol “COHN”

•

Headquartered

in

Philadelphia

with

additional

offices

in

Boston,

Chicago,

London,

Los

Angeles,

New York, Paris, San Francisco, Washington DC, among other locations

•

Approximately 130 employees

Capital Markets

•

Registered broker/dealer in all 50 states,

Washington DC, and the UK

•

Institutional sales and trading

•

New issue and advisory services

•

Specializing in credit fixed income

securities, including corporate bonds and

mortgage and asset-backed securities                 

Asset Management

•

$16.7 billion in assets under management

as of 10/1/09

–

Five SEC-registered investment

advisors and one FSA-regulated

investment advisor

–

$453 million in investment funds and

separately managed accounts

–

$16.3 billion in structured investment

products

TRANSACTIONAL

&

MANAGEMENT

EXPERTISE

IN

CREDIT

FIXED

INCOME

ARENA

10

Combined Company: Key Investment Highlights

COMBINED

COMPANY

IS

FOCUSED

ON

INCREASING

STOCKHOLDER

VALUE

•

Growing, independent firm specializing in credit-related fixed income investments

•

Generating diversified revenue from institutional sales and trading, asset management and

principal investing with significant recurring revenue streams from asset management

•

Capitalizing on the dislocation of current markets and focusing on serving clients and investors

•

Quickly becoming a market leader in the secondary trading of credit-related fixed income

investments

•

Winning new asset management business (including recent appointment as manager of a certain

state retirement system’s mortgage portfolio) and marketing new investment funds

•

Disciplined business model with low fixed cost structure as a result of a pay for performance,

variable compensation system

•

Efficient, scalable operations allow quick expansion into new asset classes without significant

incremental cost

•

Insider interests aligned with stockholders through significant management and employee

ownership

•

Pursuing strategic opportunities via acquisition of additional talent and revenue / earnings streams

11

Combined Company: Diversified, Recurring Revenue Streams

•

Diverse

asset

class

expertise

in

institutional

sales

and

trading

includes:

–

High grade corporate bonds

–

High yield corporate bonds and loans

–

Mortgage and asset backed securities

–

Collateralized bond and loan obligations

–

Commercial mortgage backed securities

–

Hybrid capital of financial institutions (trust preferred securities)

–

Mortgage loans

•

Senior management fees on structured asset management vehicles provide recurring revenue

stream; current monthly run-rate approximates $1.3 million

•

Manage $16.3 billion of structured investment products

•

Focused on growing $495 million (including $42.5 million of capital closed on 11/2/09 in Deep Value

Funds) of net asset value of investment funds and separate accounts

DIVERSIFIED REVENUE BASE PROVIDES STABILITY

12

Combined Company: Compensation Philosophy for Long-Term

Success

•

Compensation structure designed to:

–

Attract and retain employees

–

Pay for performance

–

Provide ownership incentive to align interests with stockholders

•

Ownership achieved primarily through grants of unvested Restricted Stock Units (RSUs) and

continuing ownership of existing Cohen members

–

RSUs vest over period of time and, in certain cases, vesting is based on reaching certain

performance targets

–

Significant employee ownership of combined company

•

Significant portion of both equity and cash compensation is variable and dependent upon

performance

•

Targeting cash compensation ratio to approximate 60% in any year; however, ratio may rise

above 60% during periods of significant hiring

COMPANY CULTURE SUPPORTS STOCKHOLDER VALUE CREATION

13

Combined Company: Strengths

•

Revenues diversified by operating business line and asset class

•

New issue, secondary trading, asset management, and principal investing

capabilities

•

Proven ability to attract new talent, reposition existing talent, and grow company in

challenging environment

•

Substantial cash

•

Minimal debt maturities within the next year

•

Management contract rights are valuable off-balance sheet assets

•

Low fixed cost structure

•

Substantially all fixed cash costs covered by recurring revenue

•

19% non-compensation operating expense ratio in 3Q09 (Cohen, excluding D&A)

Revenue

Diversification

Deep

Experience

Strong

Financial

Position

Streamlined

Cost Structure

POISED TO GROW AS CAPITAL MARKETS IMPROVE

14

Capital Markets: Becoming a Market Leader in Secondary Trading

of Credit Fixed Income Investments

•

Sales and trading professionals have grown from 6 at the beginning of 2008 to over 50 currently

•

Riskless trading (brokerage) revenue has increased from $3.2 million in 1Q08 to $11.0 million in

3Q09

•

Notional

amount

of

securities

traded

has

grown

from

$267

million

in

1Q08

to

$4.2

billion

in

3Q09

•

Active

trading

clients

have

increased

from

15

in

January

2008

to

122

in

September

2009

INCREASING COMPANY FOOTPRINT IN MARKETPLACE

Riskless Trading (Brokerage) Revenue ($ in millions)

$7.0

$0.6

$22.9

$42.5

$-

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

$45.0

$50.0

2006

2007

2008

2009 P

15

Capital Markets: Using Market Rebuilding to Our Advantage

GAINING MARKET SHARE DURING RECENT MARKET DISRUPTION

•

Capitalizing on the opportunities in current markets

–

Hiring the best available talent and increasing intellectual capital, including recent senior

hires in the USA and Europe

–

Recent hires have prior experience at:

Barclays

Bear Stearns

BNP Paribas

Credit Suisse

Deutsche Bank

DLJ

Goldman Sachs

HSBC

Jeffries

JP Morgan

Lehman Brothers

Merrill Lynch

Morgan Stanley

Piper Jaffray

Rabobank

UBS

–

Developing new client relationships now possible due to market disruption

•

Focusing on serving clients and investors

–

Broadening product offerings across the fixed income spectrum

–

Expanding geographic presence with a new office in Los Angeles and a larger office in

London

16

Capital Markets: Growth Opportunities

•

Consolidation and cutbacks by competitors are resulting in market share gains for surviving firms

•

Credit crisis upset traditional Wall Street relationships, reduced the importance of a large balance

sheet, and left talented people and ideas as the primary competitive advantage

•

Selectively hiring talented, senior Wall Street professionals, now available due to industry turmoil,

in both USA and Europe

•

Obtaining additional institutional investor client base

•

Increasing revenue per account

•

Continuing to add new product lines

•

Growing advisory and new issue businesses

•

Potential increased revenue if:

–

Securitization grows again

Capabilities exist now to underwrite new transactions

Clients are active in secondary trading

–

Credit Default Swaps (“CDS”) move to an exchange or other “open architecture”

WELL POSITIONED FOR LONG-TERM GROWTH

17

Asset Management: Market Opportunity

•

Attractive economics of the alternative asset management model provide recurring management

fees and profit participation through incentive fees

•

Our two alternative investment funds, Brigadier (established 2Q06) and Deep Value (established

4Q08), have annualized life-to-date returns of 18.5% and 26.9%, respectively

•

Increase market share through:

–

Growing existing investment funds and separately managed accounts by capitalizing on

superior performance

–

Creating new investment funds within areas of our expertise

–

Pursuing potential acquisitions and asset management contract roll-up to add to our

existing platform

We believe a significant percentage of CLO managers have fewer than 5 funds

Small

number

of

contracts

is

difficult

to

sustain

on

independent

platform

SIGNIFICANT MARKET TO CAPTURE IN ASSET MANAGEMENT SEGMENT

18

Financial

Summary:

Statement

of

Operations

–

Cohen

•

Riskless trading revenue in September 2009

was $4.6 million, or $54.7 million annualized

•

Riskless trading revenue is projected to be

$42.5 million in 2009, up 86% from 2008

•

Comp as a % of revenue in 2009 is projected to

be 65-70% during this period of significant

hiring of investment professionals in capital

markets

Pay for performance

Variable compensation structure

•

Non-comp expenses as a % of revenue in 3Q09

was 18.5%, excluding merger-related costs and

depreciation & amortization

Efficient, scalable operations

Low fixed-cost structure

•

Operating income in 3Q09 was $0.4 million

(including the negative impact of $4.1 million of

merger-related expenses, which include

retention bonuses)

•

Operating loss in 1Q-3Q09 was negative $7.7

million (including the negative impact of $13.6

million of merger-related expenses, which

include retention bonuses)

(1)  Total operating expenses in accordance with Generally

Accepted Accounting Principals (GAAP) excluding compensation &

benefits and depreciation & amortization.

($000s)

4Q08

1Q09

2Q09

3Q09

YTD 2009

New issue

18

$         

227

$    

518

$    

480

$   

1,226

$   

Asset management

15,825

9,299

7,614

6,871

23,784

Principal transactions & other

(15,855)

(3,924)

2,620

6,311

5,008

Net trading

7,232

11,317

9,694

10,907

31,918

Total revenue

7,220

16,919

20,446

24,569

61,935

Compensation and benefits

13,527

13,146

12,480

14,858

40,483

% of Total Revenue

187%

78%

61%

60%

65%

Retention bonus

-

4,293

4,177

3,904

12,374

Non-comp operating expenses

(1)

8,473

5,164

4,959

4,768

14,891

Depreciation & amortization

1,005

654

635

630

1,919

Operating income (loss)

(15,785)

(6,337)

(1,805)

410

(7,731)

% of Total Revenue

-219%

-37%

-9%

2%

-12%

Non-operating expenses

(446)

1,080

1,126

817

3,023

Net inc attributable to Cohen Bros.

(15,339)

$ 

(7,417)

$

(2,931)

$

(407)

$  

(10,754)

% of Total Revenue

212%

44%

14%

2%

17%

YTD 2009

19

Financial

Summary:

Statement

of

Operations

Charts

–

Cohen

Net Revenue ($ in 000s)

$0

$5,000

$10,000

$15,000

$20,000

$25,000

4Q08

1Q09

2Q09

3Q09

Operating Income (Loss) ($ in 000s)

($16,000)

($14,000)

($12,000)

($10,000)

($8,000)

($6,000)

($4,000)

($2,000)

$0

$2,000

4Q08

1Q09

2Q09

3Q09

Net Income (Loss) ($ in 000s)

($16,000)

($14,000)

($12,000)

($10,000)

($8,000)

($6,000)

($4,000)

($2,000)

$0

4Q08

1Q09

2Q09

3Q09

Non-Comp Operating Expenses ($ in 000s)

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

$9,000

4Q08

1Q09

2Q09

3Q09

20

Financial

Summary:

Balance

Sheet

–

Cohen

•

AFN will add approximately:

–

$86.5 million of cash

–

$76.8 million of par value recourse

indebtedness

•

Combined company will have substantial cash

•

Combined company will have the following maturities

on recourse debt obligations:

–

$25.0 million matures in 2011

–

$38.0 million matures in 2012

–

$20.0 million matures in 2035

–

$28.1 million matures in 2037

•

Management contract rights continue to be valuable

off-balance sheet assets

–

Structured Investment Product AUM = $16.0

billion

–

Investment Fund & Separate Account NAV =

$453 million

–

Permanent Capital Vehicle NAV = $255

million

Cohen

($000s)

9/30/09

Cash and cash equivalents

14,639

$      

Receivables

3,845

Due from broker

6,616

Investments - trading

15,297

Other investments, at fair value

42,220

Goodwill & other intangible assets

9,479

Other assets

14,068

Total Assets

106,162

$    

Accounts payable

6,696

$       

Accrued compensation

10,803

Due to broker

11,068

Senior Debt

24,950

Sub Debt Owed to Members

9,229

Other liabilities

5,143

Total Liabilities

67,889

Equity

38,273

Total Liabilities & Equity

106,162

$    

21

Financial Summary: Peer Group Market Statistics

($ in millions, except revenue per employee)

Cohen     

Stand-Alone

BPSG

FBCM

KBW

OPY

Market Capitalization (1)

74.0

$          

798.7

$        

410.0

$        

831.4

$        

361.5

$        

Total Capitalization (2)

108.2

$        

824.3

$        

410.0

$        

831.4

$        

601.6

$        

Tangible Net Worth (3)

28.8

$          

188.5

$        

287.1

$        

443.0

$        

264.2

$        

3Q09 Annualized Revenue (4)

98.3

$          

389.3

$        

285.8

$        

490.6

$        

1,048.3

$      

3Q09 Annualized Operating Income (5) (6)

18.2

$          

76.3

$          

(27.8)

$         

86.6

$          

75.6

$          

Employees

121

318

569

529

3,500

Market Cap / Tangible Net Worth

2.6 x

4.2 x

1.4 x

1.9 x

1.4 x

Total Capitalization / Tangible Net Worth

3.8 x

4.4 x

1.4 x

1.9 x

2.3 x

Total Capitalization / 3Q09 Annualized Operating Income

6.0 x

10.8 x

-14.7 x

9.6 x

8.0 x

Annualized Revenue Per Employee

815,585

$     

1,224,201

$  

502,656

$     

927,327

$     

299,505

$     

(2) Total Capitalization is calculated as Market Capitalization plus 3Q09 GAAP debt plus preferred stock.

Sources: All financial information of peers is based on 3Q09 earnings releases or prior SEC filings.

(1) Market Capitalization is calculated based on trading prices as of 11/9/09 and, in the case of Cohen, estimated using AFN market cap

divided by 0.385 and multiplied by 0.615, in accordance with merger transaction terms.

(6) 3Q09 Annualized Operating Income for Cohen is calculated as 3Q09 GAAP operating income plus 3Q09 merger-related expenses

including retention bonuses, all multiplied by four.

(3) Tangible Net Worth is calculated as 3Q09 GAAP equity minus 3Q09 GAAP intangible assets minus 3Q09 GAAP goodwill.

(4) 3Q09 Annualized Revenue is calculated as 3Q09 GAAP revenue multiplied by four.

(5) 3Q09 Annualized Operating Income for peers is calculated as 3Q09 GAAP operating income multiplied by four.