Schorsch teeing up another possible broker-dealer acquisition

Real estate tycoon's B-D has "exclusivity agreement" to negotiate with one firm, according to SEC filing

Apr 8, 2014 @ 2:57 pm

By Bruce Kelly

nicholas schorsch, broker-dealer, mergers and acquisitions, cetera
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Nicholas Schorsch has yet another potential broker-dealer acquisition teed up. All he's waiting for is his $1.15 billion purchase of Cetera Financial Group to close.

According to a filing with the Securities and Exchange Commission for Mr. Schorsch's broker-dealer, RCS Capital Corp., the firm expects to continue in negotiations to acquire additional businesses. In fact, it has an “exclusivity agreement” for negotiating with one unnamed firm, according to the filing, a registration statement of securities from March 19.

Matt Goldstein, an RCS Capital spokesman, said the firm had no comment about the SEC filing or potential acquisition target.

Mr. Schorsch over the past five years has turned the once-clubby nontraded real estate investment trust industry on its head, delighting advisers and investors with a speedier return of their capital than typical in the industry. He is chairman and chief executive of American Realty Capital, a nontraded REIT sponsor that has executed liquidity events for five nontraded REITs since 2012 and another slated for next week.

But Mr. Schorsch, executive chairman of the board of RCS Capital, last year pivoted toward the independent broker-dealer industry, which is often maligned as a low-margin business.

RCS Capital went public last June. Days later, a related company, RCAP Holdings, announced its first acquisition, saying it intended to purchase First Allied Holdings Inc. In total, RCS Capital and related entities have announced five broker-dealer acquisitions, creating a network of 8,900 financial advisers producing about $1.7 billion in total annual revenue.

RCS Capital announced its acquisition of Cetera, its biggest, in January. At the time, the company said that the closing of the Cetera transaction was subject to regulatory approval and was expected to close later this year.

First Allied, however, is the only deal to have closed. The others are pending, and that is putting a crimp in Mr. Schorsch's plans for growth.

“Consistent with our focus on completing the pending acquisitions, we have committed not to enter into any such potential acquisition until after the consummation of the Cetera acquisition,” RCS Capital said in its SEC filing. “As a result of this commitment, we have not entered into definitive agreements with one such potential acquisition target. This party has agreed to an exclusivity agreement with us expiring on April 30, 2014, which may be extended by us to June 30, 2014.”

The company has paid the unknown firm $1 million and placed another $3 million in escrow, “all or part of which may be payable to the other party if we do not agree to recommence good-faith negotiations for a potential transaction by the applicable deadline,” according to the filing.

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