Voce Capital Issues Presentation Detailing Need for Change at FBR & Co.

Makes Comprehensive Case for Strategic, Operational and Governance Reform

Believes Current Board and Management are Squandering FBR’s Storied Heritage; New Leadership and Oversight Needed

Voce’s Three Highly-Qualified Independent Nominees Possess the Investment Banking, Corporate Governance and Capital Allocation Expertise Necessary to Drive Real Change and Unlock Value at FBR

SAN FRANCISCO--()--Voce Capital Management LLC (“Voce”), which along with its nominees owns 5.3% of FBR & Co. (Nasdaq:FBRC) ("FBR" or the “Company”) and is the Company’s third-largest shareholder, today released a detailed presentation analyzing the operational and strategic missteps that it believes have plagued FBR. Voce’s white paper articulates what it believes is required to create lasting value for all of FBR’s stakeholders.

“We urge all stakeholders to review our presentation, and look forward to continuing to make the case for our plan to unlock FBR’s value.”

Voce’s presentation, entitled, “FBR: Rekindling the Spirit of Success,” can be found at https://vocecapital.com/fbr.

Voce issued the following statement in connection with the release of its presentation:

“We believe that FBR’s current management and Board have been poor stewards of its legacy. Under their direction FBR has veered off course and squandered the goodwill of its venerable brand, in our view. While FBR remains a dominant player in high margin 144A capital raising and retains deep expertise in attractive sectors such as Financials, Real Estate and Energy, we believe it has dulled its edge through dilutive forays into highly competitive new markets. 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. One need look no further than the more than $21 million in compensation the Board has awarded the CEO during his tenure, during which time the Company’s market value has been almost halved and its revenues have plunged by 38%. Or consider that the top five FBR executives’ allocation of the employee compensation pool is nearly two times that of its peers – greedy and disgraceful, in our opinion.”

“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. Our presentation details what we believe is 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 shareholders.”

“We believe our three highly-qualified Director nominees – Jarl Berntzen, Michael J. McConnell and J. Daniel Plants – 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 refocus 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.”

“We urge all stakeholders to review our presentation, and look forward to continuing to make the case for our plan to unlock FBR’s value.”

About Voce Capital Management LLC

Voce Capital Management LLC is a fundamental value-oriented, research-driven investment adviser founded in 2011 by J. Daniel Plants. The San Francisco-based firm is 100% employee-owned.

Additional Information and Where to Find It

VOCE CATALYST PARTNERS LP, VOCE CAPITAL MANAGEMENT LLC, VOCE CAPITAL LLC, JARL BERNTZEN, MICHAEL J. MCCONNELL AND J. DANIEL PLANTS (TOGETHER, THE “PARTICIPANTS”) INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) 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 WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS, 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 SCHEDULE 14A TO BE FILED BY THE PARTICIPANTS WITH THE SEC ON APRIL 5, 2016. THIS DOCUMENT CAN BE OBTAINED AT NO CHARGE ON THE SEC’S WEBSITE AT http://www.sec.gov/.

Contacts

Media:
Sloane & Company
Elliot Sloane/Dan Zacchei
212-486-9500
or
Investors:
Georgeson LLC
David S. Drake, 212-440-9861
President

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