Filing Details

 

 

EMERGENT CAPITAL, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

29102N105

(CUSIP Number)

Brett Lawrence Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, NY 10038 212-806-5422

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 28, 2017

(Date of Event which Requires Filing of this Statement)

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ironsides Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
	(See Item 2)			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 (See Item 5)
		8	SHARED VOTING POWER
			0 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
	See Item 5
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0 (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ironsides P Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
	(See Item 2)			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO, WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 (See Item 5)
		8	SHARED VOTING POWER
			0 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
	See Item 5
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0 (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ironsides Partners Special Situations Master Fund II L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
	(See Item 2)			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 (See Item 5)
		8	SHARED VOTING POWER
			0 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
	See Item 5
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0 (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Ironsides Partners Special Situations Master Fund III L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
	(See Item 2)			(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 (See Item 5)
		8	SHARED VOTING POWER
			0 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0 (See Item 5)
		10	SHARED DISPOSITIVE POWER
			0 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
	See Item 5
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0 (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

 

Item 3.  Source or Amount of Funds or Other Consideration.

Item 3 of the Amended Schedule 13D is hereby amended and restated to read in full as follows:

"The Issuer's 5.00% Senior Unsecured Convertible Notes due 2023 (the "5.00% Convertible Notes") held as of August 4, 2017 by the Reporting Persons were acquired in connection with the consummation of a series of transactions to effect a recapitalization of the Issuer (the "Recapitalization Transactions") including the settlement of an Offer to Exchange, dated April 18, 2017 (the "Exchange Offer"), which, subject to certain conditions, provided that for each $1,000 in principal amount of the Issuer's 8.50% Senior Unsecured Convertible Notes due 2019 (the "8.50% Convertible Notes") accepted for exchange by the Issuer in the Exchange Offer, holders of such 8.50% Convertible Notes would receive (i) $1,000 in principal amount of 5.00% Convertible Notes plus an additional amount of 5.00% Convertible Notes equal to accrued and unpaid interest through and excluding the settlement date of the Exchange Offer on the 8.50% Convertible Notes tendered and accepted by the Issuer in the Exchange Offer and (ii) the right to subscribe in a rights offering (the "Rights Offering") for 500 shares of Common Stock at a price of $0.20 per share.  The warrants to purchase Common Stock (the "Common Stock Purchase Warrants") held by the Reporting Persons were acquired in connection with the Rights Purchase Agreement (as defined below), whereby rights to purchase shares of Common Stock in the Rights Offering were sold in exchange for the right to receive Common Stock Purchase Warrants.

On August 17, 2017, the Reporting Persons acquired an additional $3,000,000 in aggregate principal amount of 5.00% Convertible Notes for an aggregate purchase price of $1,957,500, which was paid out of the working capital of P Fund.

On August 18, 2017, the Reporting Persons acquired an additional $2,000,000 in aggregate principal amount of 5.00% Convertible Notes for an aggregate purchase price of $1,350,000, which was paid out of the working capital of P Fund.

On August 25, 2017, the Reporting Persons acquired an additional $2,000,000 in aggregate principal amount of 5.00% Convertible Notes for an aggregate purchase price of $1,400,000, which was paid out of the working capital of P Fund.

On September 5, 2017, the Reporting Persons acquired an additional $1,000,000 in aggregate principal amount of 5.00% Convertible Notes for an aggregate purchase price of $700,000, which was paid out of the working capital of P Fund.

On December 28, 2017, the Reporting Persons acquired an additional $8,068,000 in aggregate principal amount of 5.00% Convertible Notes for an aggregate purchase price of $4,941,650, which was paid out of the working capital of Fund III."

Item 4.  Purpose of Transaction.

Item 4 of the Amended Schedule 13D is hereby amended and restated to read in full as follows:

"The 5.00% Convertible Notes held as of August 4, 2017  and Common Stock Purchase Warrants held as of August 4, 2017 were acquired by the Reporting Persons in connection with the consummation of the Recapitalization Transactions.  The 5.00% Convertible Notes acquired by the Reporting Persons on August 17, 2017, August 18, 2017, August 25, 2017, September 5, 2017 and December 28, 2017 were acquired in open market transactions.  The Reporting Persons still continue to hold $500 in aggregate principal amount of 8.50% Convertible Notes that were not accepted for exchange in the Exchange Offer.  As part of the Recapitalization Transactions, pursuant to the Designation Agreement (as defined below), Mr. Knapp was appointed to the board of directors of the Issuer (the "Board"), effective as of July 28, 2017.

Subject to Mr. Knapp's duties as a member of the Board, depending on various factors, including the Issuer's financial position and strategic direction, the price levels of the securities of the Issuer, other investment opportunities available to the Reporting Persons, the availability and cost of debt financing, the availability of potential business combination and other strategic transactions, conditions in the capital markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate, including acquiring or disposing of securities of the Issuer, entering into financial instruments or other agreements which increase or decrease the Reporting Persons' economic exposure with respect to their investments in the Issuer, engaging in any hedging or similar transactions with respect to such holdings and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D."

 

 

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Amended Schedule 13D is hereby amended and restated to read in full as follows:

 

---

b.  By reason of his control of Ironsides and the General Partner of each of Master Fund, Fund III and P Fund as described in Item 2, Mr. Knapp may be deemed to possess the power to vote and dispose of the securities directly owned by Master Fund, Fund III and P Fund.

c.  The transactions with respect to the Issuer effected by the Reporting Persons in the past 60 days are set forth below.

d.  No Person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

e.  Not applicable."

 

 

 

Item 7.  Material to Be Filed as Exhibits.

Item 7 of the Amended Schedule 13D is hereby amended and restated to read in full as follows:

"Exhibit I: Agreement of Joint Filing pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended.

Exhibit II: Master Transaction Agreement, dated as of March 15, 2017, by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Ironsides P Fund L.P., and Ironsides Partners Special Situations Master Fund II L.P. (incorporated by reference to Exhibit (d)(11) to Amendment No. 3 to Schedule TO of the Issuer filed on June 7, 2017).

Exhibit III: Amendment to Master Transaction Agreement, dated as of April 7, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P. (incorporated by reference to Exhibit (d)(12) to Amendment No. 3 to Schedule TO of the Issuer filed on June 7, 2017).

Exhibit IV: Amendment No. 2 to Master Transaction Agreement, dated as of June 19, 2017 by and among Emergent Capital, Inc., PJC Investments, LLC, a Texas limited liability company, and each of Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P. (incorporated by reference to Exhibit (d)(20) to Amendment No. 5 to Schedule TO of the Issuer filed on June 21, 2017).

Exhibit V: Rights Purchase Agreement, entered into as of July 6, 2017, by and among Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P. as Sellers thereunder and PJC Investments, LLC as Purchaser thereunder.

Exhibit VI: Board Designation Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc., Ironsides P Fund L.P. and Ironsides Partners Special Situations Master Fund II L.P. (incorporated by reference to Exhibit 10.7 to the current report on Form 8-K of the Issuer filed on August 1, 2017).

Exhibit VII: Registration Rights Agreement, dated as of July 28, 2017, by and among Emergent Capital, Inc., and the holders party thereto (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K of the Issuer filed on August 1, 2017).

Exhibit VIII: Amended and Restated Agreement of Joint Filing pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended."

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 2, 2018