Beneficient Enters into $9.6 Million GP Primary Capital Transaction
DALLAS, April 07, 2025 (GLOBE NEWSWIRE) -- Beneficient $(BENF)$ ("Ben" or the "Company"), a technology-enabled platform providing exit opportunities and primary capital solutions and related trust and custody services to holders of alternative assets through its proprietary online platform AltAccess, today announced it has closed on the financing of a $9.6 million primary capital commitment for Pulse Pioneer Fund, LP ("Fund"), a fund managed by Pulse Pioneer GP, LLC, an asset manager that manages venture capital funds that invest in scalable climate companies within its target interdependent investment verticals. The transaction represents Ben's first GP Primary transaction of the fiscal year. In exchange for an interest in the Fund, the Fund received approximately $9.6 million in stated value of shares of the Company's Resettable Convertible Preferred Stock (the "Preferred Stock"), which is convertible at the election of the holder into shares of the Company's Class A common stock, subject to the terms and conditions of the transaction documents. As a result of the transaction, the collateral for Company's ExAlt loan portfolio is expected to increase by approximately $9.6 million of interests in alternative assets.
"Successfully completing another GP primary capital transaction reinforces our ability to execute on our core liquidity and primary capital strategy by delivering innovative financing solutions for alternative asset holders and managers," said Beneficient management. "We believe this financing reflects our ability to drive shareholder value while supporting impactful, vertically integrated investment strategies that enhance the value of the collateral backing our ExAlt loan portfolio. We're excited to build on this momentum as we enter the new fiscal year and we continue to pursue additional opportunities that align with our strategic vision and growth objectives."
Upon closing of the previously announced Public Stockholder Enhancement Transactions (the "Transactions"), the Company believes this transaction will result in the addition of approximately $1.28 million (and an aggregate of approximately $10.46 million) of tangible book value attributable to the Company's stockholders.
Beneficient's GP Primary Commitment Program is focused on providing primary capital solutions and financing anchor commitments to general partners during their fundraising efforts while immediately deploying capital into our equity. Through the program, Beneficient seeks to help satisfy the up to $330 billion of potential demand for primary commitments to meet fundraising needs.
Reconciliation of
Non-GAAP Financial
Measures
The following tables reconciles these non-GAAP
financial measures to the most comparable GAAP
financial measures as of December 31, 2024, on an
actual basis and pro forma assuming the
Transactions occurred on December 31, 2024.
Pro forma -
Pro forma -- Transactions
Transactions and GP Primary
(dollars in thousands) Actual (1) ((3) ()
--------- -------------- ---------------
Tangible Book Value
Total equity (deficit) 14,260 14,260 23,680
Less: Goodwill and
intangible assets (13,014) (13,014) (13,014)
Plus: Total temporary
equity 90,526 90,526 90,526
Tangible book value 91, 772 91,772 101,372
======= ========== ===========
Pro forma -
Pro forma -- Transactions
Transactions and GP Primary
Actual (1) ((3) ()
--------- -------------- ---------------
Tangible book value
attributable to Ben
public company
stockholders
Tangible book value 91,772 91,772 101,371
Less: Tangible book
value attributable to
Beneficient Holdings
noncontrolling interest
holders (91,772) (82,595) (90,915)
Tangible book value
attributable to Ben's
public company
stockholders - 9,177(2) 10,457((4) ()
------- -------------- ---------------
Market Capitalization of
Ben's Class A and Class
B common stock as of
April 4, 2025 ((5) () $ 2,728
(1) Assumes the Transactions closed on December 31, 2024
including that the Beneficient Holdings limited partnership
agreement was amended to provide that Ben, as the
indirect holder of the Class A Units and certain Designated
Class S Ordinary Units of Beneficient Holdings, would
receive in the event of a liquidation of Beneficient
Holdings 10% of the first $100 million of distributions
of Beneficient Holdings following the satisfaction
of the debts and liabilities of Beneficient Holdings
on a consolidated basis.
(2) Pro forma for the Transactions, represents 10% of
the first $100 million of distributions of Beneficient
Holdings in the event of the liquidation of Beneficient
Holdings following the satisfaction of the debts and
liabilities Beneficient Holdings on a consolidated
basis.
(3) Assumes the Transactions closed on December 31, 2024
including that the Beneficient Holdings limited partnership
agreement was amended to provide that Ben, as the
indirect holder of the Class A Units and certain Designated
Class S Ordinary Units of Beneficient Holdings, would
receive in the event of a liquidation of Beneficient
Holdings (i) 10% of the first $100 million of distributions
of Beneficient Holdings following the satisfaction
of the debts and liabilities of Beneficient Holdings
on a consolidated basis and (ii) 33.3333% of the net
asset value of the added alternative assets of up
to $5 billion in connection with ExAlt Plan liquidity
and primary capital transactions entered after December
22, 2024.
(4) Pro forma for the Transactions, represents (i) 10%
of the first $100 million of distributions of Beneficient
Holdings in the event of the liquidation of Beneficient
Holdings following the satisfaction of the debts and
liabilities Beneficient Holdings on a consolidated
basis and (ii) 33.3333% of the net asset value of
the added alternative assets of up to $5 billion in
connection with ExAlt Plan liquidity and primary capital
transactions entered after December 22, 2024.
(5) Based upon the closing price of the Class A common
stock as reported by Nasdaq as of market close on
April 4, 2025.
About Beneficient
Beneficient (Nasdaq: BENF) -- Ben, for short -- is on a mission to democratize the global alternative asset investment market by providing traditionally underserved investors - mid-to-high net worth individuals, small-to-midsized institutions and General Partners seeking exit options, anchor commitments and valued-added services for their funds- with solutions that could help them unlock the value in their alternative assets. Ben's AltQuote$(R)$ tool provides customers with a range of potential exit options within minutes, while customers can log on to the AltAccess(R) portal to explore opportunities and receive proposals in a secure online environment.
Its subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas' Technology-Enabled Fiduciary Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.
For more information, visit www.trustben.com or follow us on LinkedIn.
Contacts
Matt Kreps: 214-597-8200, mkreps@darrowir.com
Michael Wetherington: 214-284-1199, mwetherington@darrowir.com
Investor Relations: investors@beneficient.com
Important Information and Where You Can Find It
This press release may be deemed to be solicitation material in respect of a vote of stockholders to approve an amendment to approve the issuance of the Company's Class A common stock upon conversion of the Series B-6 Preferred Stock pursuant to the transaction. In connection with the requisite stockholder approval, Ben will file with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement and a definitive proxy statement, which will be sent to the stockholders of Ben, seeking such approvals related to the transaction.
INVESTORS AND SECURITY HOLDERS OF BEN AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BEN AND THE TRANSACTION. Investors and security holders will be able to obtain a free copy of the proxy statement, as well as other relevant documents filed with the SEC containing information about Ben, without charge, at the SEC's website . Copies of documents filed with the SEC by Ben can also be obtained, without charge, by directing a request to Investor Relations, Beneficient, 325 North St. Paul Street, Suite 4850, Dallas, Texas 75201, or email investors@beneficient.com.
Participants in the Solicitation of Proxies in Connection with Transaction
(MORE TO FOLLOW) Dow Jones Newswires
April 07, 2025 06:00 ET (10:00 GMT)
Comments