SOURCE: Costa Brava Partnership III L.P.

February 16, 2010 11:45 ET

Fremont General Corporation's Largest TOPrS Holders Urge Support for Signature's Plan of Reorganization

BOSTON, MA and CLEVELAND, OH--(Marketwire - February 16, 2010) - Seth W. Hamot and Howard Amster announced today that solicitation materials are on their way to creditors and shareholders of Fremont General Corporation ("Fremont" or the "Company") (PINKSHEETS: FMNTQ) containing balloting materials from plan proponents for the reorganization of Fremont, which is currently operating under Chapter 11 of the US Bankruptcy Code. Following careful consideration of all plan alternatives, Mssrs. Hamot and Amster are backing the Plan of Reorganization ("Signature Plan") being proposed by Signature Group Holdings, LLC ("Signature"). Together with affiliates they control, Mssrs. Hamot and Amster are believed to be, respectively, the two largest holders of Fremont General's Trust Oriented Preferred Securities ("TOPrS") (PINKSHEETS: FMNPQ). In addition, James A. McIntyre, Sr., Fremont General's CEO from its IPO in 1970 until his retirement in 2004 and its largest shareholder, has also agreed to back the Signature Plan. Mssrs. McIntryre, Hamot, and Amster and certain affiliates have each agreed to be co-proponents of the Signature Plan.

The Signature Plan will utilize the asset base of the current Fremont estate as a foundation for the creation of a broad based, high growth, and solidly profitable commercial finance platform oriented toward the "middle market" for corporate lending which is acutely needed under current market conditions. Signature has an established track record, market presence, and an experienced and accomplished team that can originate, structure and manage a diversified portfolio that is expected to include asset-backed commercial financings, special situations loans, distressed asset investments. A key to Signature's ability to generate high returns while avoiding credit losses has been its focus on mitigating risk with borrower collateral. Seth Hamot explained: "After reviewing all the plans filed in the case and speaking many times with the competing proponents, Howard and I confidently support the Signature Plan. Many of the plans treated the TOPrS almost identically, with a cash distribution close to the Effective Date, a current pay note, and equity in the reorganized debtor. The economics of the Signature Plan compared favorably to all others, as Signature believes that with respect to shares purchased on the Effective Date, it is paying more per share than any other proponent, buying more shares than any other proponent, and is subscribing at a premium to current trading values."

Mr. Hamot continued, "More importantly, we support Signature because of their business plan and their skills. The business will focus on lending to those firms most poorly served by other lenders at this point in the credit cycle. This portfolio will generate a stable core of income that will be shielded by Fremont's considerable base of net operating tax loss carryforwards. Additionally, the skill sets and experiences of the Signature management team are perfectly suited to that specific business plan, and we think you'll agree when you review the disclosure statement. We believe the debtor will have many fruitful years ahead of it after it emerges from bankruptcy, with a strong prospect for both growing revenue and profits, and a management team that has enough investment in the firm to be well aligned with its shareholders. Our confidence in the Signature business plan was an extremely important factor in our selection of a partner since a significant component of our return is coming in the form of shares in the reorganized Fremont."

Mr. Amster noted that under the Signature Plan both he and Mr. Hamot would be joining the Board of Directors of the reorganized Fremont and that they would become significant shareholders under the Signature Plan, which calls for the TOPrS holders to receive 21 million shares of the reorganized Company. He also noted that the Signature Plan provides for a Board of seven Directors, who are expected to qualify as "independent" (under requirements of the applicable securities laws and exchange regulations), including John Nickoll, founder of Foothill Capital, and Robert Peiser, an accomplished executive with multiple turnarounds to his credit, including American Sugar. Five of the directors, including John Nickoll, Robert Peiser, Larry Hochberg, Seth Hamot, and Howard Amster, have considerable experience serving as Directors of publicly traded companies.

About Seth Hamot

Seth W. Hamot is the President at RRH Capital Management Inc., a special situations investor based in Boston, and the manager of Costa Brava Partnership III L.P. He has deep experience in turnarounds and corporate governance having served as a director at numerous companies including Bradley Pharmaceuticals, Telos, Orange 21, Tech Team Global, and CCA industries, including as chairman and on audit and compensation committees.

About Howard Amster

Howard Amster is an accomplished investor that has over 40 years of business and investing experience including significant experience in real estate, the securities industry, and financial services. He is a major investor in apartment properties. He is a member of the executive committee of Horizon Group Properties where he is also the largest shareholder. Amster is also a principal of Ramat Securities, Ltd and has served on multiple corporate boards including those of four financial institutions.

About Signature Group Holdings, LLC

Formed in 2004, Signature Group Holdings, LLC is a credit oriented special situations investor with a track record of successfully acquiring, originating and managing debt investments. Signature is a Plan Proponent in the reorganization of Fremont General Corporation. Copies of the Signature Disclosure Statement, Solicitation Letter, Plan of Reorganization, and other information about Signature can be found on its website Signature is headquartered in Sherman Oaks, CA.

Cautionary Statements

This news release contains forward-looking information. Statements contained in this news release relating to future results, events and expectations are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may involve known and unknown risks and other factors and uncertainties which may cause the actual results to be materially different from those expressed or implied by such statements. The Company does not have any intention or obligation to update forward-looking statements included in this press release after the date of this press release, except as required by law.

No stock exchange or regulatory authority has approved or disapproved of the information contained herein.

Contact Information

  • Contact:
    RRH Capital, Inc
    Costa Brava Partnership III L.P.
    Seth Hamot: