M&A - Cohen & Co Inc.

Form Type: 8-K

Filing Date: 2025-07-09

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925066739

Filing Summary: On July 9, 2025, Cohen & Company Inc. reported the completion of the sale, assignment, transfer, and conveyance of all rights and obligations under specific Collateral Management Agreements to HCMC III, LLC, an affiliate of Hildene Capital Management, LLC. This transaction took place following an earlier Master Transaction Agreement dated March 13, 2025. The agreements pertain to Alesco Preferred Funding III, IV, V, VI, and VIII, with the closing specifically affecting Alesco Preferred Funding V and VIII for a total purchase price of $837,447. This acquisition reflects Hildene's strategic interests, given its expertise with collateralized debt obligations.

Form Type: 8-K

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000110465925062577

Filing Summary: On June 23, 2025, Cohen & Co Inc. disclosed in its Form 8-K that Columbus Circle Capital Corp. I (SPAC) entered into a definitive business combination agreement with ProCap BTC, LLC, ProCap Financial, Inc., and other entities. The proposed merger will integrate ProCap BTC and the SPAC, making them wholly-owned subsidiaries of ProCap Financial, which is expected to become publicly traded. The transaction will utilize proceeds from a recent private placement of non-voting preferred units totaling approximately $516.5 million and convertible notes of about $235 million for acquiring bitcoin and working capital. Cohen & Company Capital Markets acted as the lead underwriter for the initial public offering of the SPAC. Additionally, details regarding founder shares allocation were discussed, with shares being convertible into common stock of ProCap Financial upon the closing of the merger.

Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925023471

Filing Summary: On March 13, 2025, Cohen & Company Financial Management, LLC entered into a Master Transaction Agreement (MTA) with HCMC III, LLC concerning the sale of certain Collateral Management Agreements and Collateral Administration Agreements related to various Alesco Preferred Funding entities. The Seller will transfer all rights and obligations under these agreements to the Buyer, an affiliate of Hildene Capital Management, along with associated books and records. The total purchase price for the assigned assets is set at $3.5 million, subject to adjustments based on management fees. The agreement includes provisions for multiple closings and includes standard representations, warranties, and closing conditions. The MTA also outlines indemnification obligations between the parties, and stipulates conditions under which the agreement can be terminated. Both parties have agreed to non-adverse conduct towards each other regarding the subject transactions, and the Buyer releases any potential claims against the Seller relating to these transactions.