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Restructuring


Restructuring

On October 15, 2020, Emergent Capital, Inc. and a wholly-owned subsidiary filed voluntary petitions for relief (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to effect a restructuring of their balance sheet. On December 30, 2020, the Bankruptcy Court confirmed the Company’s Plan of Reorganization, which contemplates that Emergent will move its headquarters and operations to its indirect wholly-owned Irish subsidiary, Lamington Road DAC (“Lamington”).

The effective date of the Plan of Reorganization was April 7, 2021 (the “Effective Date”). Accordingly, Emergent moved its operations to its former subsidiary, Lamington, an Irish designated activity company with limited liability. As described below, Emergent’s outstanding securities were exchanged for Series A Notes of Lamington (the “Series A Notes”), Series B Notes of Lamington (the “Series B Notes”), and trust certificates (the “Trust Certificates”) of the Lamington Road Grantor Trust, a grantor trust organized under the laws of the Cayman Islands (the “Trust”). The Trust is the sole holder of all of the profit participating notes issued by Lamington (“PPNs”).

Upon the Restructuring:

  • Emergent’s outstanding securities were deemed cancelled and holders thereof received the following securities in lieu thereof, except for holders of Senior Notes and Convertible Notes whose principal amounts being cancelled were below a threshold required by Irish law and who will receive cash payments in lieu of securities:
    • Holders of Emergent’s 8.5% Senior Secured Notes received Series A Notes;
    • Holders of Emergent’s 5.0% Senior Unsecured Convertible Notes received Series B Notes and Trust Certificates; and
    • Holders of Emergent’s common stock (the “Common Stock”) and certain Common Stock equivalents received Trust Certificates and Trust Certificate equivalents, respectively.
  • All of the PPNs issued by Lamington were deposited into the Trust.
  • The Series A Notes, the Series B Notes, the PPNs and the Trust Certificates were listed for trading on the Vienna MTF (a multilateral trading facility operated by Wiener Börse AG), identified there by the issuer and ISIN code:
  • Lamington Road DAC

Series A Notes:

USG5364FAA69

  • Lamington Road DAC

Series B Notes:

USG5364FAB43

  • Lamington Road DAC

PPNs:

USG5364FAC26

  • Lamington Road Grantor Trust

Trust Certificates:

KYG5365M1024

  • The Common Stock ceased to trade on the OTC Pink Market as of April 7, 2021.

Emergent is in the process of winding up its remaining operations and affairs and those of its remaining U.S. subsidiaries.

More information can be found about Lamington on its website, www.lamington.ie.

Trading information about the Series A Notes, the Series B Notes, the PPNs and the Trust Certificates may be viewed on the Vienna Stock Exchange website at https://www.wienerborse.at/en/issuers/shares/companies-list/.

Frequently Asked Questions

Emergent Capital Investor FAQs
Emergent Capital Investor FAQs - Plan of Reorganization Confirmation
Emergent Capital Restructuring FAQs

Additional Information

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