FBR Landing Page - Voce Capital Management

PRESENTATIONS LETTERS & PRESS RELEASES NEWS

Voce seeks to maximize long term value for all FBR stockholders

Voce Capital Management LLC and its affiliates (“Voce”) along with its nominees own 390,525 shares of FBR & Co. (Nasdaq: FBRC), constituting approximately 5.2% of shares outstanding and making us FBR’s third-largest shareholder.  We believe FBR’s current strategy has abandoned its strengths and is destroying shareholder value and that its edge has been dulled by failed efforts to branch off into highly competitive new markets where it lacks skills or differentiation. We believe these futile efforts have decimated shareholder value and imperiled the Company’s future.  As a result, the market currently values FBR at a discount to book value, despite the fact that 84% of its tangible book is comprised of cash and investment securities – thereby implying little to no value for its entire operating business – and FBR is not meeting its own stated goals on nearly every important financial metric, such as revenue/head, revenue growth, operating margins and return on equity; and in each case it badly trails its peers on these measures.  By our analysis, FBR’s current strategy and expense structure mean that it is unlikely to ever cover its cost of capital.  As a result, FBR’s stock is worth less today than when current management was appointed in 2009.   Ultimately, we believe that FBR’s Board is responsible, and must be held accountable, for these failings.  The vast majority of the Directors possess long-standing ties to the Company and management that pre-date their Board tenure and color their objectivity and independence, in our view.

We strongly believe that FBR can be steered back to the path of true value creation under the guidance of a skilled operating team overseen by a refreshed, reinvigorated Board.  We have extensively analyzed FBR’s operations and identified meaningful opportunities for FBR to reclaim lost ground and believe we have the right strategy to correct FBR’s course, reverse its underperformance, arrest its governance failings and deliver real, lasting value for the Company’s employees, clients, and investors.

We have therefore nominated three independent, highly-qualified nominees (the “Nominees”) for election to the Board at the 2016 Annual Meeting:  Jarl Berntzen, Michael J. McConnell and J. Daniel Plants.  Our Nominees bring the right collective mix of investment banking, finance, strategy, capital allocation, corporate governance and operational experience to help lead the Board through this crucial transition.  They will seek to re-focus FBR on its historic core industry sectors, significantly reduce expenses and pursue higher margin advisory services, while reasserting appropriate corporate governance and oversight at the Company, which we feel is currently derelict.

* * * * *

VOCE CATALYST PARTNERS LP, VOCE CAPITAL MANAGEMENT LLC, VOCE CAPITAL LLC, JARL BERNTZEN, MICHAEL J. MCCONNELL AND J. DANIEL PLANTS (TOGETHER, THE “PARTICIPANTS”) HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON SCHEDULE 14A ON MAY 9, 2016 A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS’ SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF FBR & CO. (THE “COMPANY”) FOR USE AT THE COMPANY’S 2016 ANNUAL MEETING OF SHAREHOLDERS (THE “PROXY SOLICITATION”).

ALL SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD ARE AVAILABLE, ALONG WITH OTHER RELEVANT DOCUMENTS (WHEN THEY BECOME AVAILABLE), AT NO CHARGE ON THE SEC’S WEBSITE AT http://www.sec.gov/.

INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN ANNEXES I AND II TO THE DEFINITIVE PROXY STATEMENT FILED BY THE PARTICIPANTS WITH THE SEC ON MAY 9, 2016. THIS DOCUMENT CAN BE OBTAINED AT NO CHARGE ON THE SEC’S WEBSITE AT http://www.sec.gov/.

 Media Contact:
Sloane & Company
Dan Zacchei/Joseph Germani
(212) 486-9500

Investor Contact:
Georgeson LLC
David S. Drake, President
(212) 440-9861

©2018 Voce Capital Management LLC – All rights reserved | Important Information

 

PUBLIC DISCLAIMER FOR INVESTMENT PRESENTATIONS

The views expressed herein represent the subjective opinions of Voce Capital Management LLC and certain of its affiliates and controlling persons (collectively, “Voce”), which beneficially own shares of FBR & Co. (the “Company”).   These views are based on publicly available information with respect to the Company.  Certain financial information and data used herein have been derived or obtained from publicly available information including filings made with the Securities and Exchange Commission (“SEC”), or other regulatory authorities and from other third party reports, by the Company or other companies Voce deems relevant.  Voce has neither sought nor obtained consent from any third party for the use of previously published information.  Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein.  Voce shall not be responsible or have any liability for any misinformation contained in any third party report, SEC or other regulatory filing. All registered or unregistered service marks, trademarks and trade names referred to in this presentation are the property of their respective owners, and Voce’s use herein does not imply an affiliation with, or endorsement by, the owners of these service marks, trademarks and trade names.

Unless otherwise stated, statements in this presentation are made as of the date of this presentation, and nothing shall create an implication that the information contained herein is correct as of any time after such date.  Voce reserves the right to change any of its opinions expressed herein at any time as it deems appropriate.  Voce disclaims any obligation to update the data, information or opinions contained herein or to notify the market or any other party of any such changes.

This document contains certain forward-looking statements and information that are based on Voce’s beliefs as well as assumptions made by, and information currently available to, Voce. These statements include, but are not limited to, statements about strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements that are not historical facts.  When used in this document, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and “project” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict.  Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual results, performance or achievements may vary materially and adversely from those described in this document.  The tables, graphs, charts and other analyses provided throughout this document are provided for illustrative purposes only and there is no guarantee that the trends, outcomes or market conditions depicted on them will continue in the future.  There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. Any estimates, projections or potential impact of the opportunities identified by Voce herein are based on assumptions that Voce believes to be reasonable as of the date hereof, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may be material and adverse.

These materials are provided merely for general informational purposes and are not intended to be, nor should they be construed as 1) investment advice, 2) a recommendation to buy or sell any security, or 3) an offer or solicitation to subscribe for or purchase any security.  These materials do not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual who may receive or review this presentation, and may not be taken as advice on the merits of any investment decision.

Voce currently has an economic interest in the price movement of the securities of the Company.  It is possible that there will be developments in the future that cause Voce to modify this economic interest at any time or from time to time.  This may include a decision to sell all or a portion of its holdings of Company securities in open market transactions or otherwise (including via short sales), purchase additional Company securities (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls or other derivative instruments relating to such securities.

Although Voce believes the information herein to be reliable, Voce makes no representation or warranty, express or implied, as to the accuracy or completeness of those statements or any other written or oral communication it makes with respect to the Company and any other companies mentioned, and Voce expressly disclaims any liability relating to those statements or communications (or any inaccuracies or omissions therein).  Thus, shareholders and others should conduct their own independent investigations and analysis of those statements and communications and of the Company and any other companies to which those statements or communications may be relevant.

I confirm that I have read the terms of this website.

I Agree Disagree