New York, NY, January 16, 2014 – Lightyear Capital LLC, a leading financial services private equity firm, today announced it has entered into an agreement to sell Cetera Financial Group, one of the nation’s largest privately-held, independent broker-dealer and investment adviser families, to RCS Capital Corporation (NYSE: RCAP), a financial services firm focused on serving the needs of the mass-affluent investor. The purchase price is $1.15 billion in cash, subject to certain customary adjustments. The closing of the transaction is subject to regulatory approvals and other customary closing conditions. The transaction is expected to close in the second quarter of 2014.ed as legal advisor to Cetera and Lightyear. Bank of America Merrill Lynch acted as financial advisor to Cetera. RCS Capital, the investment-banking arm of RCAP, and Barclays acted as financial advisors to RCAP. Bank of America Merrill Lynch, Barclays, and Luxor Capital Group provided financing to RCAP. Proskauer Rose LLP acted as legal advisor to RCAP, while Duane Morris LLP acted as counsel to the special committee of the board of directors of RCAP.
Cetera provides wealth management support services to financial advisors, financial institutions, and tax and accounting professionals, through its four independently managed firms: Cetera Advisors LLC, Cetera Advisor Networks LLC, Cetera Financial Institutions (Cetera Investment Services LLC), and Cetera Financial Specialists LLC. Following the closing of this transaction, Cetera and its subsidiaries will become part of RCAP’s retail advice platform, and Valerie Brown, President and Chief Executive Officer of Cetera, and her management team, will continue to operate Cetera’s respective brands as part of the RCAP family of companies.
In 2008, Lightyear identified the independent advisory sub-sector as a large and attractive area in which to source new investment opportunities. In particular, Lightyear identified three favorable trends: the increasing demand for independent investment advice, the shift of advisors from large, traditional securities firms to independent financial advisory firms, and the growth in retirement assets. As part of its asset management sourcing activities, Lightyear identified Cetera as a company with strong management and significant growth opportunities.
Lightyear’s Chairman and Founder Donald B. Marron said, “When we invested in Cetera, we were confident that the independent, advisory-based model would perform well in today’s market environment. This announcement is a culmination of all the hard work that we have undertaken over the last four years and is a great outcome for Cetera’s shareholders, employees, and clients. The management team led by Valerie Brown will continue to manage Cetera, while adding scale and resources. We are very pleased with this outcome.”
Lightyear worked with the Cetera management team to implement several strategic and operational initiatives to improve the business, including recruiting key executives, sourcing multiple add-on opportunities resulting in three broker-dealer acquisitions, creating a stand-alone independent company after completing a corporate carve-out from a global financial institution, and rebranding the company. Under Lightyear’s ownership, Cetera increased its client assets under administration 93%, from approximately $75 billion to approximately $145 billion, and its gross revenue 85%, from approximately $617 million to approximately $1.1 billion (pro forma for recent acquisitions).
Lightyear’s Managing Partner Mark F. Vassallo said, “Lightyear recognized the value of providing independent advice and worked with Cetera management to build a high-quality firm in the independent broker-dealer industry. Over the course of the investment, we focused on several key strategic and operations initiatives to add value at the company. This is an excellent example of how our investment approach and collaboration with management enables us to transform specialized middle market financial services companies into true market leaders.”
Cetera’s President and Chief Executive Officer Valerie Brown said, “Our partnership with Lightyear has been very positive for our company, our advisors, and their clients. We seamlessly transitioned into an independent company and went on to build the preeminent wealth management platform in the industry. Through our four distinct and independently managed firms, we offer advisors a boutique experience coupled with the scale and resources of one of the largest independent financial advisor networks in the country. Cetera truly offers the best of both worlds which is the foundation on which we have driven the growth in our business.”
Cetera received financial advice on this transaction from Bank of America Merrill Lynch and legal advice from Simpson Thacher & Bartlett LLP.
About Lightyear Capital LLC
Lightyear Capital is a leading private equity firm making primarily control investments in North America-based, middle-market financial services companies. Based in New York, Lightyear, through its three affiliated private equity funds, has raised over $2.5 billion of capital and has completed investments across the financial services spectrum, including asset management, banks, brokerage, financial technology, insurance, and specialty finance. Lightyear brings unique strengths and discipline to its investment process, as well as operating, transaction, and strategic management experience, along with significant contacts and resources beyond capital. The senior team of professionals averages approximately 30 years of financial services-related experience and includes Chris Casciato, Michael Doppelt, Stewart Gross, Thierry Ho, Donald Marron, Michal Petrzela, and Mark Vassallo. For more information, please visit www.lycap.com.
About Cetera Financial Group
Cetera Financial Group is one of the nation’s largest privately-held, independent broker-dealer and investment adviser families. Through its four independently managed firms, Cetera Advisors LLC, Cetera Advisor Networks LLC, Cetera Financial Institutions (Cetera Investment Services LLC), and Cetera Financial Specialists LLC, it provides comprehensive broker-dealer services, innovative technology, and competitive advisory programs to approximately 6,660 independent financial professionals. For more information, please visit www.cetera.com.
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