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Sale of Equity Derivatives Brokerage Business, Management Contracts, and Investment Advisory Agreements | 12 Months Ended
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Dec. 31, 2012
Sale of Equity Derivatives Brokerage Business, Management Contracts, and Investment Advisory Agreements | 5. SALE OF EQUITY DERIVATIVES BROKERAGE BUSINESS, MANAGEMENT CONTRACTS, AND INVESTMENT ADVISORY AGREEMENTS Sale of Equity Derivatives Brokerage Business The Company entered into a purchase agreement, dated as of January 27, 2012, as amended on November 30, 2012 and December 31, 2012, whereby it agreed, subject to approval by FINRA and other customary closing conditions, to sell its equity derivatives brokerage business to an entity owned by two individuals that were employed by the Company until December 31, 2012 (the “FGC Buyer”). The FGC Buyer received certain intellectual property, books and records, and rights to the “FGC” name. The transaction was subject to FINRA approval, which was obtained in November 2012 and the equity derivatives brokerage business was transferred to the FGC Buyer on December 31, 2012, the closing date. All of the Company’s existing equity derivatives team were terminated and joined the FGC Buyer. Pursuant to the terms of the purchase agreement, the FGC Buyer will pay to the Company a purchase price equal to 4.5% of all revenue earned by the FGC Buyer and the U.S. broker-dealer operations of certain of its affiliates between December 31, 2012 and December 31, 2015. In addition, in the event of a capital transaction, as defined in the purchase agreement, involving the FGC Buyer and certain of its affiliates, the Company will be entitled to receive ten percent (10%) of an amount equal to (a) all of proceeds received by the FGC Buyer and certain of its affiliates, less (b) certain expenses incurred in connection with such capital transaction. Following December 31, 2012, and until December 31, 2013, subject to the satisfaction of certain conditions (including the entry into appropriate loan documentation), the FGC Buyer will be entitled to borrow from the Company up to an aggregate amount of $1,000 for the purpose of hiring additional employees. Any such loan is subject to documentation and will accrue at an interest rate per annum equal to twelve percent (12%). The equity derivatives business generated $7,842 and $7,946 of revenue, and $711 and $979 of operating income for the years ended December 31, 2012 and 2011, respectively. Sale of Strategos Deep Value Funds Asset Management Rights and Other Asset Management Rights On March 29, 2011, the Company sold its investment advisory agreements relating to advisory services to a series of closed-end, distressed debt funds, known as the Strategos Deep Value funds, and certain separately managed accounts to a new entity owned by two former Company employees, known as Strategos Capital Management, LLC (the “SCM Buyer”). The SCM Buyer has received or will receive certain services, intellectual property, books and records, software, data, and rights to the “Strategos” name. The Strategos portfolio management team joined the new entity. The Company changed the name of its wholly-owned subsidiary that previously served as the investment advisor from Strategos Capital Management, LLC to Cira SCM, LLC (“Cira SCM”). The Company retained its ownership in the general partners of the existing Strategos Deep Value funds and its rights to incentive fees from the existing Strategos Deep Value funds. Pursuant to the terms of the purchase agreement, the SCM Buyer will pay a purchase price equal to 10% of all revenue, net of certain expenses, earned by the SCM Buyer between March 29, 2011, and December 31, 2014, and will assume substantially all of the expenses of managing the Strategos Deep Value funds and the separately managed accounts. In addition, in the first quarter of 2015, the Company will have a one-time option to purchase a right to receive 10% of all revenue earned and collected thereafter related to the SCM Buyer’s fixed income and fixed income related financial services businesses for a purchase price equal to 20% of revenue earned and collected by the SCM Buyer for the period commencing on January 1, 2014, and ending on December 31, 2014. In the event the Company exercises its option, the SCM Buyer has the option at December 31, 2015, and each subsequent calendar quarter thereafter, to repurchase the 10% share for a purchase price equal to 30% of revenue earned and collected by the SCM Buyer for the four most recently completed quarters. In connection with the transaction, the Company has entered into an agreement to employ the SCM Buyer to render advice and assistance to the Company with respect to certain securitization vehicles it continues to manage. The assets under management with respect to these CDOs were $1.1 billion as of December 31, 2012. As compensation, the SCM Buyer will receive 10% of all asset management fees received by the Company related to the Company’s ongoing management of the CDOs. See note 12. Alesco X through XVII Securitizations On July 29, 2010, Cohen & Company Financial Management, LLC (“CCFM”), a subsidiary of IFMI, entered into a Master Transaction Agreement whereby it sold to ATP Management, LLC (“ATP”) the collateral management rights and responsibilities arising after the sale relating to the Alesco X through XVII securitizations, which represented $3.8 billion of assets under management on such date. The Company received $4,831, net of expenses and purchase price adjustments, at the close of the transaction. In connection with the Master Transaction Agreement, CCFM entered into a three-year Services Agreement under which it provided certain services to ATP until February 2013. ATP will pay CCFM up to $13,618 under the Services Agreement. ATP agreed to escrow the amounts payable under this arrangement. Any amounts earned under this arrangement are recorded as a component of asset management revenue in the consolidated statement of operations. The $4,831 received up front was recorded as deferred revenue in the consolidated balance sheet and is recognized as a component of asset management revenue in the consolidated statement of operations, on a straight line basis, over the life of the Services Agreement, which expired in February 2013. As of December 31, 2012 and 2011, there was $216 and $1,510, respectively, of deferred revenue related to these contracts included as a component of other liabilities in the Company’s consolidated balance sheets. CLO Management Contracts On February 27, 2009, the Company sold three CLO management contracts comprising substantially all of the Company’s middle market loans-U.S. (Emporia) business line to an unrelated third party. The Company received $971 of subordinated management fees from an unrelated third party related to these contracts during the year ended December 31, 2010, which the Company included in the statement of operations for the year ended December 31, 2010 as a component of non-operating income / (expense). As of June 30, 2010, the Company reached the maximum limit of additional fees it could receive under these contracts. Therefore, the Company no longer recorded any additional non-operating income on these contracts subsequent to June 2010.

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- Definition Sale of equity derivatives brokerage business, management contracts and investment advisory agreements. + References No definition available. + Details
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