Beneficient Enters into $1.36 Million GP Primary Capital Transaction

DALLAS, Jan. 06, 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 $1.36 million primary capital commitment for 8F Fund, LP ("Fund"), a fund managed by 8F Asset Management, a global asset manager that manages private equity funds that invest in vertically integrated aquaculture production and processing facilities. The transaction represents Ben's first GP Primary transaction since its recently announced Public Stockholder Enhancement Transactions. In exchange for an interest in the Fund, the Fund received approximately $1.36 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 $1.36 million of interests in alternative assets.

"Closing this transaction underscores our commitment to executing on our core liquidity and primary capital business plan by delivering innovative capital solutions for holders and managers of alternative assets," 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 look forward to building on this momentum in 2025 as we continue to evaluate additional opportunities that align with our strategic objectives."

Upon closing of the previously announced Public Stockholder Enhancement Transactions, the Company believes this transaction will result in the addition of approximately $450K (and an aggregate of approximately $10.23 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 September 30, 2024 on an actual basis and pro 
 forma assuming the Transactions occurred on September 
 30, 2024. 
 
                                                            Pro forma - 
                                       Pro forma --         Transactions 
(dollars in thousands)     Actual     Transactions (1)   and GP Primary ((3) 
                          ---------  -----------------  -------------------- 
Tangible Book Value 
Total equity (deficit)     (13,192)     (13,192)        (11,831) 
Less: Goodwill and 
 intangible assets         (13,014)     (13,014)        (13,014) 
Plus: Total temporary 
 equity                    125,526      125,526         125,526 
Tangible book value         99,320       99,320         100,681 
                           =======   ==========  =====  =======  =========== 
 
                                                            Pro forma - 
                                       Pro forma --     Transactions and GP 
                           Actual     Transactions(1)      Primary((3) () 
                          ---------  -----------------  -------------------- 
Tangible book value 
attributable to Ben 
public company 
stockholders 
Tangible book value         99,320       99,320         100,681 
Less: Tangible book 
 value attributable to 
 Beneficient Holdings 
 noncontrolling interest 
 holders                   (99,320)     (89,388)        (90,454) 
Tangible book value 
 attributable to Ben's 
 public company 
 stockholders                    -        9,932    (2)   10,227      ((4) () 
                           -------   ----------         ------- 
 
Market Capitalization of 
 Ben's Class A and Class 
 B common stock as of 
 January 3, 2024 ((5) 
 ()                       $  6,048 
 
 
  (1)  Assumes the Transactions closed on September 30, 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 September 30, 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 
        January 3, 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-5 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

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January 06, 2025 07:00 ET (12:00 GMT)