Основная статистика
| CIK | 1568832 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to RCS CAPITAL CORPORATION
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| May 26, 2016 |
Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35924 Aretec Group, Inc. (formerly known as RCS Capital Corp |
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| May 25, 2016 |
Financial Statements and Exhibits, Bankruptcy or Receivership Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2016 Aretec Group, Inc. |
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| May 25, 2016 |
EX-99.1 2 d189483dex991.htm EX-99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) RCS CAPITAL CORPORATION, et al., ) Case No. 16–10223 (MFW) ) ) (Jointly Administered) Debtors.1 ) ) Ref. Docket Nos. 361, 381, 385, 386, ) 423, 518, 544, 603, 745, 746, 749 and 750 (I) ORDER APPROVING THE CETERA DEBTORS’ SOLICITATION AND DISCLOSURE STATEMENT AND |
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| May 4, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2016 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No. |
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| May 4, 2016 |
EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re RCS Capital Corporation, et al. Case No. 16-10223 (MFW) Debtors Reporting Period: 3/1/16 - 3/31/16 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No |
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| April 27, 2016 |
RCS CAPITAL WITHDRAWAL OF REGISTRATION STATEMENT RW 1 d175541drw.htm WITHDRAWAL OF REGISTRATION STATEMENT WITHDRAWAL OF REGISTRATION STATEMENT ON FORM S-3 FILE NO. 333-204779 RCS Capital Corporation 245 Park Avenue, 39th Floor New York, NY 10167 April 27, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Re: RCS Capital Corporation Registration Statement on Form S-3, Fi |
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| April 4, 2016 |
EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re RCS Capital Corporation, et al. Case No. 16-10223 (MFW) Debtors Reporting Period: 2/1/16 - 2/29/16 MONTHLY OPERATING REPORT File with Court and submit copy to United States Trustee within 20 days after end of month. Submit copy of report to any official committee appointed in the case. REQUIRED DOCUMENTS Form No |
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| April 4, 2016 |
RCS CAPITAL FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2016 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 28, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2016 (March 26, 2016) RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 28, 2016 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Provides Update on Ongoing Initiatives to Transform to Cetera-Only Independent Retail Business As Previously Announced, the Company has Commenced ?Pre-packaged? Chapter 11 Filings Aimed at Successfully Concluding its Restructuring Process NEW YORK, March 26, 2016 ? RCS Capital Corporation (?RCS Capital? or the ?Company?) announced |
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| February 17, 2016 |
RCAP / RCS CAPITAL CORPORATION / Luxor Capital Group, LP - FEBRUARY 17, 2016 Activist Investment SC 13D/A 1 rcs13da-021716.htm FEBRUARY 17, 2016 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 11)* RCS Capital Corporation (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 74937 |
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| February 16, 2016 |
SC 13G/A 1 p16270897.htm SCHEDULE 13G/A, #3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* RCS CAPITAL CORPORATION (Name of Issuer) Class A Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 74937W102 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this S |
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| February 11, 2016 |
8-K 1 d140588d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2016 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction |
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| February 11, 2016 |
EX-10.1 Exhibit 10.1 Execution Version SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION TERM LOAN AGREEMENT dated as of February 8, 2016 among RCS CAPITAL CORPORATION, a Debtor and Debtor in Possession under Chapter 11 of the Bankruptcy Code as Borrower THE LENDERS PARTY HERETO and BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, sole syndication agent, sole book-runner and sole lead arrang |
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| February 10, 2016 |
8-K 1 d137032d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2016 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction |
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| February 4, 2016 |
RCS CAPITAL FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2016 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| February 4, 2016 |
RESTRUCTURING SUPPORT AGREEMENT EX-10.1 2 d222346dex101.htm EX-10.1 EXHIBIT 10.1 RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules and attachments hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of January 29, 2016, is entered into by and among (a) RCS Capital Corporation (“RCS”), ea |
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| February 1, 2016 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Provides Update on Ongoing Initiatives to Transform to Cetera-Only Independent Retail Business As Part of Previously Announced Agreement in Principle with First- and Second-Lien Lenders, Company has Filed a Prearranged Chapter 11 Plan of Reorganization Subsequent Agreement Reached on Consensual Restructuring with Holders of a Major |
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| February 1, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d96378d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2016 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of inc |
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| January 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2016 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 21, 2016 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES New York Stock Exchange LLC (the 'Exchange' or the ?NYSE?) hereby notifies the Securities and Exchange Commission ('SEC') of its intention to remove the entire class of Class A Common Stock ('Common Stock') of RCS Capital Corporation (the 'Company') from listing and registration on the Exchange at the opening of business on February 1, 2016, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange. |
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| January 8, 2016 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2016 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 6, 2016 |
forbearance agreement to SECOND lien credit agreement Exhibit 10.2 forbearance agreement to SECOND lien credit agreement This FORBEARANCE AGREEMENT TO SECOND LIEN CREDIT AGREEMENT (this ?Agreement?), dated as of December 31, 2015, is entered into by and among RCS Capital Corporation, a Delaware corporation (the ?Borrower?), the other Loan Parties party hereto, the lenders party hereto (collectively the ?Lenders? and each a ?Lender?, which Lenders, fo |
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| January 6, 2016 |
RCS CAPITAL FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2016 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 6, 2016 |
forbearance agreement to SENIOR UNSECURED PROMISSORY NOTES EX-10.4 5 v428325ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 forbearance agreement to SENIOR UNSECURED PROMISSORY NOTES This FORBEARANCE AGREEMENT TO SENIOR UNSECURED PROMISSORY NOTES (this “Agreement”), dated as of December 31, 2015, is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Issuer”), and the holders of those certain Senior Unsecured Promissory Notes, each dated |
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| January 6, 2016 |
forbearance agreement to INDENTURE GOVERNING THE LUXOR CONVERTIBLE NOTES EX-10.3 4 v428325ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 forbearance agreement to INDENTURE GOVERNING THE LUXOR CONVERTIBLE NOTES This FORBEARANCE AGREEMENT TO INDENTURE GOVERNING THE LUXOR CONVERTIBLE NOTES (this “Agreement”), dated as of December 31, 2015, is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Issuer”), and the affiliates of Luxor Capital Group, LP whose |
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| January 6, 2016 |
forbearance agreement to First lien credit agreement EX-10.1 2 v428325ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 forbearance agreement to First lien credit agreement This FORBEARANCE AGREEMENT TO FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of December 31, 2015, is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the lenders party hereto (collectively the “Lenders” |
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| January 4, 2016 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Agreement in Principle with Majority of First- and Second-Lien Lenders to Establish Cetera Financial Group as Wholly-Owned by Restructured Privately-Held Company and Obtain a $150,000,000 New Investment As Part of Agreement, RCS Capital to Implement Prearranged Chapter 11 Filing Cetera's Member Broker-Dealer Firms will not be Inv |
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| January 4, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 v4282338k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2016 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of |
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| December 7, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| December 7, 2015 |
RCS CAPITAL CORPORATION 405 PARK AVENUE, NEW YORK, NY 10022 T: (212) 415-6500 F: (212) 421-5799 Exhibit 10.1 RCS CAPITAL CORPORATION 405 PARK AVENUE, NEW YORK, NY 10022 T: (212) 415-6500 F: (212) 421-5799 December 1, 2015 Mr. Brian D. Jones 269 Stockbridge Avenue Atherton, CA 94027 Dear Brian: This letter amends the terms of your employment arrangement with RCS Capital Corporation (?RCAP? or the ?Company?). This amendment will be effective as of the date hereof, except as set forth in specif |
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| December 4, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| December 3, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Provides Business Update Realty Capital Securities to Wind Down Operations Reaches Settlement Agreement with Massachusetts Securities Division on Realty Capital Securities Administrative Complaint NEW YORK, December 2, 2015 ? RCS Capital Corporation (?RCS Capital? or the ?Company?) (NYSE: RCAP) today announced a series of actions designed |
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| December 3, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| November 30, 2015 |
RCS Capital Corporation Announces Appointment of New General Counsel Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Appointment of New General Counsel NEW YORK, November 30, 2015 ? RCS Capital Corporation (?RCS Capital? or the ?Company?) (NYSE: RCAP) announced today the appointment of Mason L. Allen as the Company?s General Counsel, effective immediately. Mr. Allen succeeds James A. Tanaka, who previously held the position. Mr. Allen previousl |
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| November 30, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| November 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2015 (November 17, 2015) RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| November 20, 2015 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A Amendment No. |
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| November 17, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| November 17, 2015 |
Exhibit 99.1 1 2 Forward - Looking Statements Certain statements made in this presentation are forward - looking statements . Those statements include statements regarding the intent, belief or current expectations of RCS Capital Corporation (?us,? ?our,? ?RCAP ? or the ?Company?) and members of its management team, as well as the assumptions on which such statements are based, and generally are i |
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| November 17, 2015 |
RCS CAPITAL 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| November 17, 2015 |
EX-99.1 2 v424953ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Third Quarter 2015 Operating Results From Continuing Operations Adjusted Net Income of $10.6 Million, or $0.10 per Fully Diluted Share; Net Loss of ($266.5) Million, or ($3.52) per Fully Diluted Share Adjusted EBITDA of $22.9 Million; Retail Adjusted EBITDA of $29.3 Million Assets Under Ad |
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| November 16, 2015 |
RCS CAPITAL 10-Q (Quarterly Report) 10-Q 1 rcap-2015930x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35924 RCS Capi |
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| November 13, 2015 |
TERMINATION AGREEMENT AND RELEASE Exhibit 16 TERMINATION AGREEMENT AND RELEASE This TERMINATION AGREEMENT AND RELEASE, dated as of November 8, 2015 (this “Agreement”), is entered into by and among (i) AMH Holdings (Cayman), L. |
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| November 13, 2015 |
Exhibit 19 Execution Version RELEASE This RELEASE, dated as of November 8, 2015 (this “Agreement”), is entered into by and among (i) AR Capital, LLC (“AR Capital”), (ii) Nicholas S. |
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| November 13, 2015 |
RCAP / RCS CAPITAL CORPORATION / SCHORSCH NICHOLAS S - AMENDMENT NO. 3 Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* RCS Capital Corporation (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 74937W 102 (CUSIP Number) Nicholas S. Schorsch RCAP Holdings, LLC 405 Park Ave., 14th Floor New York, NY 10022 (866) 904-2988 Copies to: Jesse C. G |
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| November 13, 2015 |
Exhibit 18 Execution Version SERIES D-1 SHARES AGREEMENT This SERIES D-1 SHARES AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and between AR Capital, LLC, a Delaware limited liability company (“ARC”), and RCS Capital Corporation, a Delaware corporation (the “Company”). |
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| November 13, 2015 |
NOTE PURCHASE AND CLASS B SHARE AGREEMENT Exhibit 17 Execution Version NOTE PURCHASE AND CLASS B SHARE AGREEMENT This NOTE PURCHASE AND CLASS B SHARE AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and among RCAP Holdings, LLC, a Delaware limited liability company (“RCAP”), and RCS Capital Corporation, a Delaware corporation (the “Company”). |
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| November 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2015 (November 6, 2015) RCS Capital Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of in |
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| November 12, 2015 |
ARTICLE I Amendment No. 2 Effective Date Amendments EX-10.5 7 v424285ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Execution Version AMENDMENT No. 2, dated as of November 8, 2015 (this “Amendment”), to the First Lien Credit Agreement, dated as of April 29, 2014 (as amended by Amendment No. 1 dated as of June 30, 2015 and as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement” |
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| November 12, 2015 |
Exhibit 10.2 Execution Version NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and among the parties set forth on Annex A hereto (collectively, the “Noteholders” and each individually a “Noteholder”), and RCS Capital Corporation, a Delaware corporation (the “Company”). WHEREAS, the parties desire to enter into this Agreement in respect o |
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| November 12, 2015 |
Exhibit 2.1 EXECUTION VERSION AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among RCS CAPITAL CORPORATION, RCS CAPITAL HOLDINGS, LLC and APOLLO MANAGEMENT HOLDINGS, L.P. Dated as of November 8, 2015 TABLE OF CONTENTS Page Article I Transaction 5 1.1 Purchase and Sale 5 1.2 The Closing 6 1.3 Closing Deliveries 6 1.4 Withholding 6 1.5 StratCap Carve-Out 7 1.6 Post-Closing True-U |
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| November 12, 2015 |
Exhibit 10.3 Execution Version SERIES D-1 SHARES AGREEMENT This SERIES D-1 SHARES AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and between AR Capital, LLC, a Delaware limited liability company (“ARC”), and RCS Capital Corporation, a Delaware corporation (the “Company”). WHEREAS, ARC is a party to that certain Transaction Agreement, dated as of August 6, 2015, among ARC, AMH Ho |
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| November 12, 2015 |
NOTE PURCHASE AND CLASS B SHARE AGREEMENT Exhibit 10.1 Execution Version NOTE PURCHASE AND CLASS B SHARE AGREEMENT This NOTE PURCHASE AND CLASS B SHARE AGREEMENT (this “Agreement”), dated as of November 8, 2015, is by and among RCAP Holdings, LLC, a Delaware limited liability company (“RCAP”), and RCS Capital Corporation, a Delaware corporation (the “Company”). WHEREAS, RCAP is the owner of one (1) Class B common share, $0.001 par value, |
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| November 12, 2015 |
Exhibit 10.4 Execution Version RELEASE This RELEASE, dated as of November 8, 2015 (this “Agreement”), is entered into by and among (i) AR Capital, LLC (“AR Capital”), (ii) Nicholas S. Schorsch, Peter M. Budko, William M. Kahane, Edward M. Weil, Jr. and Brian S. Block (each, an “ARC Principal” and collectively, the “ARC Principals”), (iii) RCS Capital Corporation (“RCAP”) and RCS Capital Holdings, |
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| November 12, 2015 |
RCAP / RCS CAPITAL CORPORATION / Apollo Principal Holdings I GP, LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* RCS Capital Corporation (Name of Issuer) Class A Common Stock, par value $0.001 (Title of Class of Securities) 74937W102 (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius LLP 300 S. Grand Avenue, 22nd Floor Los Angeles, CA 90071 (213) 612-2500 (Name, Addre |
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| November 12, 2015 |
RCS Capital Corporation Receives a Continued Listing Standard Letter from the NYSE Exhibit 99.1 IMMEDIATE RELEASE RCS Capital Corporation Receives a Continued Listing Standard Letter from the NYSE NEW YORK, November 12, 2015 ? RCS Capital Corporation (?RCS Capital? or the ?Company?) (NYSE: RCAP) announced today that it has been notified by the New York Stock Exchange (?NYSE?) on November 10, 2015 that its Class A common stock did not satisfy one of the NYSE standards for continu |
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| November 12, 2015 |
RCS Capital Corporation Issues Statement Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Issues Statement NEW YORK, November 12, 2015 – RCS Capital Corporation (“RCS Capital” or the “Company”) (NYSE: RCAP) today issued the following statement: “RCS Capital is aware of the Massachusetts Securities Division’s investigation and is fully cooperating with all relevant agencies. RCS Capital has received the complaint and is currentl |
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| November 12, 2015 |
Exhibit 10.7 Execution Version November 8, 2015 Edward M. Weil, Jr. 405 Park Avenue, 2nd Floor New York, NY 10022 Dear Mr. Weil: In consideration for your services as the Chief Executive Officer of RCS Capital Corporation (the ?Company?) to date, without compensation, other than reimbursement of expenses incurred in the execution of your duties in accordance with Company policy, and your willingne |
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| November 12, 2015 |
ARTICLE I Amendment No. 2 Effective Date Amendments Exhibit 10.6 Execution Version AMENDMENT No. 2, dated as of November 8, 2015 (this “Amendment”), to the Second Lien Credit Agreement, dated as of April 29, 2014 (as amended by Amendment No.1 dated as of June 30, 2015 and as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among RCS Capital Corporation, a Delaw |
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| November 12, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 v4245568k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdi |
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| November 10, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report |
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| November 10, 2015 |
RCAP / RCS CAPITAL CORPORATION / Luxor Capital Group, LP - NOVEMBER 10, 2015 Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 10)* RCS Capital Corporation (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 74937W102 (CUSIP Number) Jamie Nash, Esq. Kleinberg, |
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| November 9, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2015 (November 9, 2015) RCS Capital Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of inc |
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| November 9, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2015 (November 9, 2015) RCS Capital Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of inc |
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| November 9, 2015 |
EX-99.1 2 v424106ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Apollo Global Management and RCS Capital Enter into Amended Agreement for Sale of Wholesale Distribution Business New York, NY, November 9, 2015 – Apollo Global Management, LLC (together with its consolidated subsidiaries, “Apollo”) (NYSE: APO) and RCS Capital Corporation (NYSE: RCAP) (“RCS Capital”) announced today that they have mutually agre |
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| November 9, 2015 |
EX-99.1 2 v424105ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Provides Business Update Completes $27 Million Issuance of New Senior Unsecured Promissory Notes to Provide Incremental Liquidity; $12 Million Issued to Affiliates of AR Capital, $15 Million Issued to Affiliates of Luxor Capital Group Company and its Lenders Agree to Certain Modifications to the Credit Faciliti |
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| October 16, 2015 |
RCS CAPITAL FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2015 (October 14, 2015) RCS Capital Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of inc |
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| October 15, 2015 |
EXHIBIT 99.1 Joint Filing Agreement The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of RCS Capital Corporation dated as of October 15, 2015 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securiti |
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| October 15, 2015 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 9)* RCS Capital Corporation (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 74937W102 (CUSIP Number) Jamie Nash, Esq. Kleinberg, K |
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| October 2, 2015 |
RCAP / RCS CAPITAL CORPORATION / SCHORSCH NICHOLAS S - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* RCS Capital Corporation (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 74937W 102 (CUSIP Number) NICHOLAS S. SCHORSCH RCAP Holdings, LLC 405 Park Ave., 14th Floor New York, NY 10022 (866) 904-2988 Copies to: PETER M. F |
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| October 2, 2015 |
EX-15 2 v420666ex15.htm EXHIBIT 15 Exhibit 15 EXECUTION VERSION VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of August 6, 2015, is made and entered into by and between the undersigned (“Shareholder”) and Luxor Capital Group, LP (together with its affiliates and its subsidiaries, the “Investor”). WHEREAS, Investor and RCS Capital Corporation (the “Issuer”) have entered into t |
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| September 17, 2015 |
RCAP / RCS CAPITAL CORPORATION / MPAP Holdings, LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* RCS CAPITAL CORPORATION (Name of Issuer) Common A Common Stock, $0.001 par value (Title of Class of Securities) 74937W102 (CUSIP Number) Joel Berman Jeffer Mangels Butler & Mitchell LLP 1900 Avenue of the Stars, 7th Floor Los Angeles, CA 90067 Telephone: |
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| September 17, 2015 |
RCAP / RCS CAPITAL CORPORATION / Pinsker Michael - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* RCS CAPITAL CORPORATION (Name of Issuer) Common A Common Stock, $0.001 par value (Title of Class of Securities) 74937W102 (CUSIP Number) Joel Berman Jeffer Mangels Butler & Mitchell LLP 1900 Avenue of the Stars, 7th Floor Los Angeles, CA 90067 Telephone: |
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| September 17, 2015 |
DEF 14C 1 v420364def14c.htm DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission O |
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| September 4, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14C-5(d)(2 |
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| August 31, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Changes to Board of Directors Enhances Corporate Governance with Increase in Board Independence NEW YORK, NEW YORK, August 31, 2015 ? RCS Capital Corporation (?RCS Capital?) (NYSE: RCAP) today announced certain changes to the composition of its board of directors which further simplifies RCS Capital?s governance structure and inc |
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| August 31, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2015 (August 25, 2015) RCS Capital Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incor |
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| August 28, 2015 |
AGREEMENT OF JOINT FILING (RCS CAPITAL CORPORATION) EXHIBIT 1 AGREEMENT OF JOINT FILING (RCS CAPITAL CORPORATION) In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. |
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| August 28, 2015 |
RCAP / RCS CAPITAL CORPORATION / Apollo Principal Holdings I GP, LLC - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* RCS Capital Corporation (Name of Issuer) Class A Common Stock, par value $0.001 (Title of Class of Securities) 74937W102 (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius LLP 300 S. Grand Avenue, 22nd Floor Los Angeles, CA 90071 (213) 612-2500 (Name, Addres |
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| August 21, 2015 |
RCS CAPITAL 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2015 (August 20, 2015) RCS Capital Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incor |
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| August 21, 2015 |
SC 13D/A 1 rcap13da8081915.htm AMENDMENT NO. 8 TO THE SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 8)* RCS Capital Corporation (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of |
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| August 20, 2015 |
Exhibit 99.2 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Closing of Preferred Stock Issuance and Introduction of Enhanced Corporate Governance Initiatives Implementation of Initial Steps of Previously Announced Strategic Transactions and Initiatives Designed to Enhance Shareholder Value Marc Rowan, Co-Founder of Apollo, and Anthony Civale, Lead Partner and Chief Operating Officer of Ap |
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| August 20, 2015 |
EXHIBIT 2.1 This FIRST AMENDMENT TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT (this ?Amendment?) is dated as of August 19, 2015. W I T N E S S E T H: WHEREAS, a Membership Interest Purchase Agreement by and among Apollo Management Holdings, L.P., a Delaware limited partnership (?Apollo?), RCS Capital Corporation, a Delaware corporation (?RCAP?) and RCS Capital Holdings, LLC (?Holdings?) was made |
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| August 20, 2015 |
EX-3.2 4 v418654ex3-2.htm EXHIBIT 3.2 EXHIBIT 3.2 RCS CAPITAL CORPORATION CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware 11% Series D-2 Convertible Preferred Stock (Par Value $0.001 Per Share) RCS Capital Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation |
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| August 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2015 (August 19, 2015) RCS Capital Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incor |
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| August 20, 2015 |
EX-10.1 5 v418654ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT dated as of August 19, 2015 between RCS CAPITAL CORPORATION and LUXOR CAPITAL PARTNERS, LP and certain of its affiliates. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated as of August 19, 2015 (this “Agreement”), is entered into by and among RCS Capital Corporation, a Delaware corporation (the |
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| August 20, 2015 |
EXHIBIT 3.1 RCS CAPITAL CORPORATION CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware 11% Series D-1 Convertible Preferred Stock (Par Value $0.001 Per Share) RCS Capital Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Gen |
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| August 20, 2015 |
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT dated as of August 19, 2015 between RCS CAPITAL CORPORATION and APOLLO PRINCIPAL HOLDINGS I, L.P. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated as of August 19, 2015 (this ?Agreement?), is entered into by and among RCS Capital Corporation, a Delaware corporation (the ?Company?), and Apollo Principal Holdings I, L.P. and any Transf |
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| August 14, 2015 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 v4182798k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2015 (August 13, 2015) RCS Capital Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-35924 38-3894716 (State or oth |
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| August 12, 2015 |
RCAP / RCS CAPITAL CORPORATION / Luxor Capital Group, LP - AUGUST 11, 2015 Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 7)* RCS Capital Corporation (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 74937W102 (CUSIP Number) Jamie Nash, Esq. Kleinberg, K |
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| August 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2015 (August 6, 2015) RCS Capital Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorp |
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| August 11, 2015 |
10-Q 1 rcap-2015630x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35924 RCS Capital C |
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| August 11, 2015 |
Exhibit 2.1 EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among RCS CAPITAL CORPORATION, RCS CAPITAL HOLDINGS, LLC and APOLLO MANAGEMENT HOLDINGS, L.P. Dated as of August 6, 2015 TABLE OF CONTENTS Page Article I Transaction 5 1.1 Purchase and Sale 5 1.2 The Closing 6 1.3 Closing Deliveries 6 1.4 Withholding 7 1.5 StratCap Carve-Out 7 1.6 Post Closing True-Up 8 Article II Represen |
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| August 11, 2015 |
THIRD AMENDMENT TO RCS CAPITAL CORPORATION EQUITY PLAN EX-10.1 3 exhibit101thirdamenmenttothe.htm THIRD AMENDMENT TO THE RCSCC EQUITY PLAN DATED JUNE 5, 2013 Exhibit 10.1 THIRD AMENDMENT TO RCS CAPITAL CORPORATION EQUITY PLAN WHEREAS, RCS Capital Corporation (the “Company”) maintains the RCS Capital Corporation Equity Plan, as amended June 5, 2013 and December 29, 2014 (the “Plan”); WHEREAS, pursuant to Section 9(d)(ii) of the Plan, the Board of Direc |
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| August 11, 2015 |
EX-10.3 5 exhibit103apolloinvesmentagr.htm INVESTMENT AGREEMENT WITH LUXOR DATED AUGUST 6, 2015 Exhibit 10.3 EXECUTION VERSION INVESTMENT AGREEMENT by and between EACH INVESTOR IDENTIFIED ON THE SIGNATURE PAGES HERETO (THE “INVESTOR”), AND rcs capital corporation Dated as of August 6, 2015 TABLE OF CONTENTS Page ARTICLE I TRANSACTION 5 1.1 Issuance 5 1.2 Purchase 5 1.3 The Closing 5 1.4 Closing De |
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| August 11, 2015 |
EX-10.4 6 exhibit104terminationagreeme.htm TERMINATION AGREEMENT WITH RCS CAP MGMT DATED AUGUST 6, 2015 Exhibit 10.4 TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”), dated as of August 6, 2015, is by and among RCS Capital Corporation, a Delaware corporation (the “Company”), RCS Capital Holdings, LLC, a Delaware limited liability company (“Holdings”), RCS Capital Management, LLC |
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| August 11, 2015 |
EX-10.2 4 exhibit102apolloinvesmentagr.htm INVESTMENT AGREEMENT WITH APOLLO DATED AUGUST 6, 2015 Exhibit 10.2 EXECUTION VERSION Investment AGREEMENT by and between Apollo management holdings, l.p., and rcs capital corporation Dated as of August 6, 2015 TABLE OF CONTENTS Page Article I Transaction 5 1.1 Issuance 5 1.2 Purchase 5 1.3 The Closing 5 1.4 Closing Deliveries 6 1.5 Reorganization 6 Articl |
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| August 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Fo |
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| August 6, 2015 |
Exhibit 99.2 American Realty Capital 1 August 2015 RCS Capital Announces Strategic Initiatives and Second Quarter 2015 Financial & Operating Results 1 2 2 Forward - Looking Statements Certain statements made in this presentation are forward - looking statements . Those statements include statements regarding the intent, belief or current expectations of RCS Capital Corporation (?us,? ?our,? ?RCAP |
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| August 6, 2015 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| August 6, 2015 |
EX-99.1 2 v417437ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Significant Strategic Transactions and Initiatives; Reports Second Quarter 2015 Operating Results Strategic Initiatives: · Announces Agreement to Sell Wholesale Distribution Division to Affiliates of Apollo Global Management for $25 Million · Apollo to Invest $25 Million and Luxor Capital |
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| August 6, 2015 |
EX-99.1 2 v417408ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Changes Time of Second Quarter 2015 Earnings Release and Webcast Due to Pending Material Transaction Second Quarter Earnings to Be Released Later Today Conference Call to be Held at 2:00 pm E.T. NEW YORK, August 6, 2015 – RCS Capital Corporation (“RCS Capital” or the “Company”) (NYSE: RCAP) announce |
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| August 6, 2015 |
RCS CAPITAL 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| July 20, 2015 |
RCS Capital Corporation Sets Second Quarter 2015 Earnings Release Date and Webcast Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Sets Second Quarter 2015 Earnings Release Date and Webcast NEW YORK, July 20, 2015 - RCS Capital Corporation (?RCS Capital? or ?the Company?) (NYSE: RCAP) announced today that it will release its financial results for the second quarter of 2015 on Thursday, August 6, 2015 prior to the opening of the market. The Company will host an earning |
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| July 20, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| July 6, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| July 6, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces June 2015 Wholesale Distribution Sales Wholesale Division Reports Fourth Consecutive Month of Over $400 Million in Equity Capital Raised Through 30 Direct Investment Programs Second Quarter Total Equity Sales of $1.3 Billion, Up 20% From Prior Quarter; Direct Investment Program Sales of $1.2 Billion, Up 24% From Prior Quarter; No |
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| June 30, 2015 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2015 RCS Capital Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 30, 2015 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT No. 1, dated as of June 30, 2015 (this ?Amendment?), to the First Lien Credit Agreement, dated as of April 29, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the ?Credit Agreement?), among RCS Capital Corporation, a Delaware corporation (the ?Borrower?), RCAP Holdings, LLC, a Delaware limite |
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| June 30, 2015 |
8-K 1 v4145028k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2015 RCS Capital Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incor |
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| June 30, 2015 |
EX-10.2 3 v414502ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT No. 1, dated as of June 30, 2015 (this “Amendment”), to the Second Lien Credit Agreement, dated as of April 29, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among RCS Capital Corporation, a Delaware corporation (the “Borrowe |
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| June 30, 2015 |
EX-99.1 4 v414502ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital and its Lenders Agree to Covenant Modifications Amendments Provide Financial Flexibility Allowing Company to Focus on Continued Execution of Business Plan and Strategic Growth Initiatives New York, New York, June 30, 2015 – RCS Capital Corporation (NYSE: RCAP) (“RCS Capital”) announced today that it has agreed |
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| June 10, 2015 |
DEL AM 1 v412882delam.htm DEL AM [Proskauer Rose LLP letterhead] June 10, 2015 Via EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: RCS Capital Corporation Registration Statement on Form S-3 (File No. 333-204779) Ladies and Gentlemen: On behalf of RCS Capital Corporation (the “registrant”), we are filing this letter in order to provide the staff of the Division |
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| June 9, 2015 |
DEF 14A 1 v412661def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 1 |
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| June 5, 2015 |
RCS CAPITAL CORPORATION [ ] Dated as of [ ], [ ] Senior Debt Securities TABLE OF CONTENTS(1) EX-4.18 2 v411895ex4-18.htm EXHIBIT 4.18 Exhibit 4.18 RCS CAPITAL CORPORATION Issuer AND [ ] Trustee INDENTURE Dated as of [ ], [ ] Senior Debt Securities TABLE OF CONTENTS(1) Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions of Terms. 1 Section 1.02 Rules of Construction. 5 Section 1.03 Form of Documents Delivered to Trustee 6 ARTICLE II ISSUE, DESC |
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| June 5, 2015 |
EX-99.1 2 v412477ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RCS Capital Corporation Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2014 The unaudited Pro Forma Consolidated Statement of Operations has been prepared through the application of Pro Forma adjustments to the historical Statement of Operations of RCS Capital Corporation (the “Company” or “RCAP”) refle |
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| June 5, 2015 |
RCS CAPITAL 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2015 RCS Capital Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 5, 2015 |
RCS Capital Corporation (the "Company") Exhibit 12.1 RCS Capital Corporation (the "Company") Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (Dollars in thousands) Three Months Ended March 31, 2015 Year Ended December 31, 2014 2013 2012 2011 2010 Earnings: Net income (loss) from continuing operations, pretax $ (22,420 ) $ (166,125 ) $ 99,858 $ 7,412 $ 3,742 $ (2,382 ) Add: Fixed charges 19,577 52,504 790 56 31 12 Capita |
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| June 5, 2015 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.9 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this to Registration Statement on Form S-3 of our reports dated February 28, 2013 and February 28, 2012, related to the financial statements of Walnut Street Securities, Inc. as of and for the years ended December 31, 2012 and 2011, respectively, (which reports express unmodified opinions and include an ot |
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| June 5, 2015 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 27, 2014, except for Note 17, as to which the date is May 5, 2014, relating to the consolidated financial statements of Cetera Financial Holdings, Inc. and its subsidiaries as of and for the years ended December 31, 2013 and 2012, appeari |
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| June 5, 2015 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.8 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 28, 2013 and February 28, 2012, related to the financial statements of Tower Square Securities, Inc. as of and for the years ended December 31, 2012 and 2011, respectively, (which reports express unmodified opinions and include an other |
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| June 5, 2015 |
S-3 1 v411895s3.htm FORM S-3 As filed with the Securities and Exchange Commission on June 5, 2015 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RCS CAPITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 38-3894716 (State or Other Jurisdiction of Incorporation or Organizat |
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| June 5, 2015 |
RCS CAPITAL CORPORATION [ ] Dated as of [ ], [ ] Subordinated Debt Securities EX-4.19 3 v411895ex4-19.htm EXHIBIT 4.19 Exhibit 4.19 RCS CAPITAL CORPORATION Issuer AND [ ] Trustee INDENTURE Dated as of [ ], [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Indenture 310(a) 7.10 310(b) 7.09; 7.11 310(c) Inapplicable 311(a) 7.14(a) 311(b) 7.14(b) 311(c) Inapplicable 312(a) 5.02(a) 312(b) 5.02(c) 312(c) 5.02(c) 313(a) |
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| June 3, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| June 3, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces May 2015 Wholesale Distribution Sales Wholesale Division Sees Another Strong Month with Over $430 Million Raised Through 30 Direct Investment Programs; Nearly $2.0 Billion Raised Year-to-Date Third Consecutive Month of Over $400 Million in Equity Capital Raised New York, New York, June 3, 2015 ? RCS Capital Corporation (NYSE: RCA |
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| May 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| May 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35924 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 38-3894716 (State or other jurisdiction of (I. |
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| May 11, 2015 |
THIRD AMENDMENT TO SERVICES AGREEMENT EX-10.1 2 exhibit101thirdamendmentserv.htm THIRD AMENDMENT TO THE SVCS AGMT BETWEEN ARC AND RCSAS DATED FEBRUARY 4, 2015 Exhibit 10.1 THIRD AMENDMENT TO SERVICES AGREEMENT This Second Amendment to the Services Agreement, dated as of February 4, 2015 (this “Amendment”), is made and entered into among AR Capital, LLC, a Delaware limited liability company (the “Company”), and RCS ADVISORY SERVICES, L |
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| May 7, 2015 |
American Realty Capital 1 May 2015 First Quarter 2015 Financial & Operating Results EX-99.2 4 v409775ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 American Realty Capital 1 May 2015 First Quarter 2015 Financial & Operating Results 2 2 Forward - Looking Statements Certain statements made in this presentation are forward - looking statements . Those statements include statements regarding the intent, belief or current expectations of RCS Capital Corporation (“us,” “our,” “RCAP ” or the “Com |
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| May 7, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces First Quarter 2015 Operating Results Adjusted Net Income of $17.4 Million, or $0.19 per Fully Diluted Share for the First Quarter1 Adjusted EBITDA of $28.4 Million for the First Quarter; Retail Adjusted EBITDA of $35.7 Million, up 38.5% from the Prior Quarter Assets Under Administration (?AUA?) of $240.3 Billion; up 15.4% from th |
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| May 7, 2015 |
8-K 1 v4097758k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorpor |
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| May 5, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 v4094598k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorpor |
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| May 5, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces April 2015 Wholesale Distribution Sales and Hiring of National Sales Manager Strong Start to Second Quarter 2015 with Over $457 Million Raised in April Through 30 Direct Investment Programs; Over $1.53 Billion Raised Year to Date Steven Neamtz Hired as National Sales Manager for Realty Capital Securities New York, New York, May 5 |
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| May 1, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Expands its Board of Directors with the Appointment of R. Lawrence Roth and Brian D. Jones New York, New York, May 1, 2015 ? RCS Capital Corporation (NYSE: RCAP) (?RCS Capital?) today announced the appointment of R. Lawrence ?Larry? Roth and Brian D. Jones to the Company?s Board of Directors, effective immediately. Mr. Roth currently serve |
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| May 1, 2015 |
8-K 1 v4090008k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2015 (April 29, 2015) RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or ot |
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| April 30, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35924 RCS C |
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| April 23, 2015 |
RCS Capital Corporation Sets First Quarter 2015 Earnings Release Date and Webcast Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Sets First Quarter 2015 Earnings Release Date and Webcast NEW YORK, April 23, 2015 - RCS Capital Corporation (?RCS Capital? or ?the Company?) (NYSE: RCAP) announced today that it will release its financial results for the first quarter of 2015 on Thursday, May 7, 2015 prior to the opening of the market. The Company will host an earnings co |
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| April 23, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 v4080698k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of |
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| April 2, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| April 2, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35924 RCS C |
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| April 2, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces March 2015 Wholesale Distribution Sales Sees Continued Positive Momentum Across Wholesale Segment; Over $476 Million in March Equity Sales, Up 45.7% Over Prior Month Through 30 Direct Investment Programs $1.1 Billion of Total Equity Raised in the First Quarter of 2015 Two RCS Distributed Non-Traded REIT Programs Announced Intent |
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| March 19, 2015 |
RCS CAPITAL 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2015 (March 18, 2015) RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 19, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Completes Acquisition of Girard Securities Acquisition Adds 250 Financial Advisors and Increases Assets Under Administration by $10 Billion Cetera Financial Group Grows to 9,559 Financial Advisors with $236 Billion Assets Under Administration NEW YORK, NEW YORK, March 19, 2015 ? RCS Capital Corporation (?RCS Capital?) (NYSE: RCAP), announc |
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| March 12, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2015 (March 11, 2015) RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 12, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Completes Acquisition of VSR Group, Inc. Acquisition Continues Expansion of Retail Advice Platform Focused on Advisor Growth NEW YORK, NEW YORK, March 12, 2015 ? RCS Capital Corporation (?RCS Capital?) (NYSE: RCAP), announced today that on March 11, 2015, it closed its previously announced acquisition of VSR Group, Inc. and its wholly-owne |
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| March 11, 2015 |
FIRST AMENDMENT TO SERVICES AGREEMENT EX-10.14 3 exhibit1014firstamendmentser.htm FIRST AMENDMENT TO THE SERVICES AGMT BETWEEN ARC AND RCSAS DATED JUNE 10, 2013 Exhibit 10.14 FIRST AMENDMENT TO SERVICES AGREEMENT This First Amendment to the Services Agreement, dated as of October 7, 2014 (this “Amendment”), is made and entered into among AR Capital, LLC, a Delaware limited liability company (the “Company”), and RCS ADVISORY SERVICES, |
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| March 11, 2015 |
AMENDMENT NO. 2 TO AMENDED AND RESTATED 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT Exhibit 10.20 AMENDMENT NO. 2 TO AMENDED AND RESTATED 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT This AMENDMENT NO. 2 TO THE AMENDED AND RESTATED 2013 MULTI-YEAR OUTPERFORMANCE AGREEMENT, dated as of December 31, 2014 (this ?Amendment?), is entered into by and among RCS Capital Corporation (the ?Company?), RCS Capital Holdings, LLC (?Holdings?), and RCS Capital Management, LLC, the Company?s service |
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| March 11, 2015 |
FIRST AMENDMENT TO SERVICES AGREEMENT Exhibit 10.12 FIRST AMENDMENT TO SERVICES AGREEMENT This First Amendment to the Services Agreement, dated as of September 30, 2014 (this ?Amendment?), is made and entered into among REALTY CAPITAL SECURITIES, LLC, a Delaware limited liability company, RCS ADVISORY SERVICES, LLC, a Delaware limited liability company and AMERICAN NATIONAL STOCK TRANSFER, LLC, a Delaware limited liability company (co |
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| March 11, 2015 |
Exhibit 10.44 RCS CAPITAL CORPORATION (a Delaware corporation) 24,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: June 4, 2014 RCS CAPITAL CORPORATION (a Delaware corporation) 24,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT June 4, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. as Representatives of the several Underwriters c/o M |
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| March 11, 2015 |
SECOND AMENDMENT TO SERVICES AGREEMENT Exhibit 10.15 SECOND AMENDMENT TO SERVICES AGREEMENT This Second Amendment to the Services Agreement, dated as of October 30, 2014 (this ?Amendment?), is made and entered into among AR Capital, LLC, a Delaware limited liability company (the ?Company?), and RCS ADVISORY SERVICES, LLC, a Delaware limited liability company (the ?Service Provider?). RECITALS The Service Provider and the Company are pa |
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| March 11, 2015 |
REDEMPTION AND EXCHANGE AGREEMENT EX-10.45 9 exhibit1045redemptionandexch.htm REDEMPTION AND EXCHANGE AGREEMENT WITH RCSCH & RCSCM DATED DECEMBER 31, 2014 Exhibit 10.45 REDEMPTION AND EXCHANGE AGREEMENT This REDEMPTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2014, by and between RCS Capital Holdings, LLC, a Delaware limited liability company (“Holdings”), RCS Capital Corporation, a De |
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| March 11, 2015 |
Exhibit 21.1 RCS Capital Corporation Significant Subsidiaries of the Registrant The following are subsidiaries of RCS Capital Corporation as of December 31, 2014 and the states or jurisdictions in which they are organized. Indentation indicates the principal parent of each subsidiary. Name State or Jurisdiction of Organization of Entity RCS Capital Corporation Delaware RCS Capital Holdings, LLC De |
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| March 11, 2015 |
AMENDMENT NO. 1 TO PUT & CALL AGREEMENT Exhibit 10.38 AMENDMENT NO. 1 TO PUT & CALL AGREEMENT This AMENDMENT NO. 1 TO PUT & CALL AGREEMENT, dated as of December 19, 2014 (this ?Amendment?), is entered into by and among RCS Capital Corporation (the ?Company?), Luxor Capital Partners, LP, Blue Sands LLC, Blue Sands B Inc., Blue Sands C Inc., and Blue Sands D Inc. (collectively, the ?Investors?) and the existing members of RCS Capital Mana |
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| March 11, 2015 |
Exhibit 12.1 RCS Capital Corporation (the "Company") Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (Dollars in thousands) Year Ended December 31, 2014 2013 2012 2011 2010 Earnings: Net income (loss) from continuing operations, pretax $ (166,125 ) $ 99,858 $ 7,412 $ 3,742 $ (2,382 ) Add: Fixed charges 52,504 790 56 31 12 Capitalized interest ? ? ? ? ? Income (loss) before fixed c |
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| March 11, 2015 |
Exhibit 10.42 EXECUTION VERSION CONFIDENTIAL SETTLEMENT COMMUNICATION SUBJECT TO DELAWARE RULE OF EVIDENCE 408 Term Sheet (?Term Sheet?) The following represent terms with respect to a compromise and settlement (the ?Settlement?) of the claims (and any unasserted counterclaims arising out of or relating to the Purchase Agreement (as defined below)) in the action captioned American Realty Capital P |
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| March 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35924 RCS Capital Corporation ( |
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| March 9, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| March 9, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation to Participate at the Citi Asset Management, Broker Dealer, & Exchanges Investor Conference NEW YORK, NEW YORK, March 9, 2015 - RCS Capital Corporation (?RCS Capital?) (NYSE: RCAP), announced today that it will participate in a moderated discussion at the Citi Asset Management, Broker Dealer, & Exchanges Investor Conference on Tuesday, Mar |
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| March 4, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces February 2015 Wholesale Distribution Sales Over $326 Million in Equity Sales Through 31 Direct Investment Programs Fourth Consecutive Month of Increased Sales; Total Equity Raised Up 19% Over Prior Month Continue to Expect Wholesale Segment to be Adjusted EBITDA Positive for Full Year 2015 New York, New York, March 4, 2015 – RCS |
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| March 4, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| February 24, 2015 |
EX-99.2 3 v402589ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 American Realty Capital 1 February 2015 Fourth Quarter & Full Year Pro Forma 2014 Financial & Operating Results 11:00PM 2/23/2015 2 2 Forward - Looking Statements Certain statements made in this presentation are forward - looking statements . Those statements include statements regarding the intent, belief or current expectations of RCS Capital |
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| February 24, 2015 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Fourth Quarter and Full Year 2014 Operating Results Adjusted Net Income of $12.6 Million, or $0.14 per Fully Diluted Share for the Fourth Quarter; $128.8 Million, or $1.45 per Fully Diluted Share for Full Year 2014 Adjusted EBITDA of $19.7 Million for the Fourth Quarter; $213.4 Million for Full Year 2014 Assets Under Administrati |
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| February 24, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| February 20, 2015 |
RCAP / RCS CAPITAL CORPORATION / SCHORSCH NICHOLAS S - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* RCS Capital Corporation (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 74937W 102 (CUSIP Number) NICHOLAS S. SCHORSCH RCAP Holdings, LLC 405 Park Ave., 14th Floor New York, NY 10022 (866) 904-2988 Copies to: PETER M. F |
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| February 17, 2015 |
RCAP / RCS CAPITAL CORPORATION / SAB CAPITAL ADVISORS LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RCS Capital Corporation (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class of Securities) 74937W102 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 17, 2015 |
Schedule 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RCS Capital Corporation (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 74937W102 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check |
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| February 17, 2015 |
RCAP HOLDINGS, LLC EXCHANGEABLE PROMISSORY NOTE EX-99.6 3 v401109ex6.htm EXHIBIT 6 Exhibit 6 Execution copy THIS EXCHANGEABLE PROMISSORY NOTE AND THE EXCHANGE SHARES (AS DEFINED BELOW) DELIVERABLE HEREUNDER (THE “RESTRICTED SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE RESTRICTED SECURITIES MAY NOT BE OFFERED |
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| February 17, 2015 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a statement on Schedule 13D (including any and all amendments thereto, the “Statement”) with respect to the Class A common stock of RCS Capital Corporation and further agree to the filing of this Joint Filing Agreement as an exhibit thereto. |
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| February 17, 2015 |
[Remainder of page intentionally left blank] Exhibit 7 Execution Version Luxor Capital Group, LP 1114 Avenue of the Americas New York, NY 10036 January 16, 2014 Ladies and Gentlemen: Reference is made to that certain Commitment Letter, dated the date hereof, from Luxor Capital Group, LP (together with its affiliates and its subsidiaries, the “Investor”) to RCS Capital Corporation (the “Issuer”) (the “Commitment Letter”). |
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| February 17, 2015 |
RCAP / RCS CAPITAL CORPORATION / SCHORSCH NICHOLAS S - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* RCS Capital Corporation (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 74937W 102 (CUSIP Number) NICHOLAS S. SCHORSCH RCAP Holdings, LLC 405 Park Ave., 14th Floor New York, NY 10022 (866) 904-2988 Copies to: PETER M. FA |
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| February 17, 2015 |
REDEMPTION AND EXCHANGE AGREEMENT Exhibit 12 REDEMPTION AND EXCHANGE AGREEMENT This REDEMPTION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of December 31, 2014, by and between RCS Capital Holdings, LLC, a Delaware limited liability company (“Holdings”), RCS Capital Corporation, a Delaware corporation (“RCAP”), in its individual capacity and its capacity as Managing Member of Holdings and those individuals listed on Exhibit A hereto (the “LTIP Members”). |
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| February 17, 2015 |
EX-99.11 5 v401109ex11.htm EXHIBIT 11 Exhibit 11 RCS CAPITAL CORPORATION (a Delaware corporation) 24,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: June 4, 2014 RCS CAPITAL CORPORATION (a Delaware corporation) 24,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT June 4, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. as Representative |
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| February 13, 2015 |
PROSPECTUS Filed Pursuant to Rule 424b(3) Registration No. 333-201763 RCS CAPITAL CORPORATION 5,800,000 Shares of 11% Series B Preferred Stock 4,400,000 Shares of 7% Series C Convertible Preferred Stock 9,318,200 Shares of Class A Common Stock This prospectus relates to the possible resale, from time to time, by the selling stockholders named in this prospectus, which we refer to as the selling st |
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| February 5, 2015 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| February 5, 2015 |
EX-99.1 2 v400518ex99-1.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces January 2015 Wholesale Distribution Sales Over $275 Million in Equity Sales Raised Through 30 Direct Investment Programs Sees Steady Improvement in Non-Traded Direct Investment Sales Versus Prior Month Average Daily Sales Increase 37% in Second Half of the Month New York, New York, February 5, 2015 – R |
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| February 4, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2015 (January 30, 2015) RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| February 4, 2015 |
EX-4.1 2 v400438ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION THIRD SUPPLEMENTAL INDENTURE Dated as of January 30, 2015 TO THE INDENTURE Dated as of April 29, 2014 by RCS CAPITAL CORPORATION, as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee THIS THIRD SUPPLEMENTAL INDENTURE dated as of January 30, 2015 (this “Third Supplemental Indenture”), is made by RCS CAPITAL CORPORATION, |
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| January 30, 2015 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.8 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this to Registration Statement on Form S-3 of our reports dated February 28, 2013 and February 28, 2012, related to the financial statements of Walnut Street Securities, Inc. as of and for the years ended December 31, 2012 and 2011, respectively, (which reports express unmodified opinions and include an ot |
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| January 30, 2015 |
RCAP / RCS CAPITAL CORPORATION S-3 - - S-3 As filed with the Securities and Exchange Commission on January 29, 2015 Registration No. |
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| January 30, 2015 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 28, 2013 and February 28, 2012, related to the financial statements of Tower Square Securities, Inc. as of and for the years ended December 31, 2012 and 2011, respectively, (which reports express unmodified opinions and include an other |
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| January 23, 2015 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| January 23, 2015 |
RCS Capital Corporation Sets Fourth Quarter 2014 Earnings Release Date and Webcast EX-99.1 2 v399303ex99-1.htm EX-99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Sets Fourth Quarter 2014 Earnings Release Date and Webcast NEW YORK, January 23, 2015 - RCS Capital Corporation (“RCS Capital” or “the Company”) (NYSE: RCAP) announced today that it will release its financial results for the fourth quarter of 2014 on Tuesday, February 24, 2015 prior to the opening of the market. The |
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| January 9, 2015 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.8 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this to Registration Statement on Form S-8 of our reports dated February 28, 2013 and February 28, 2012, related to the financial statements of Walnut Street Securities, Inc. as of and for the years ended December 31, 2012 and 2011, respectively, (which reports express unmodified opinions and include an ot |
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| January 9, 2015 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 28, 2013 and February 28, 2012, related to the financial statements of Tower Square Securities, Inc. as of and for the years ended December 31, 2012 and 2011, respectively, (which reports express unmodified opinions and include an other |
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| January 9, 2015 |
RCAP / RCS CAPITAL CORPORATION S-8 - - FORM S-8 As filed with the Securities and Exchange Commission on January 9, 2015 Registration No. |
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| January 8, 2015 |
RCAP / RCS CAPITAL CORPORATION / Point72 Asset Management, L.P. - AMENDMENT NO. 2 Passive Investment SC 13G/A 1 r13486821a.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RCS CAPITAL CORPORATION (Name of Issuer) Class A Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 74937W102 (CUSIP Number) January 1, 2015 (Date of Event which Requires Filing of this State |
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| January 8, 2015 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi |
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| January 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* RCS CAPITAL CORPORATION (Name of Issuer) Class A Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 74937W102 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi |
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| January 5, 2015 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2015 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission |
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| January 5, 2015 |
EX-99.1 2 v397976ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces $9.7 Billion 2014 Wholesale Distribution Sales; 87% of Realty Capital Securities Active Selling Agreements in Place $270 Million of Equity Raised in December 2014 Exceeding Expectations; Sees Continued Improvement in Equity Sales Across Platform, Expects Return to Normalized Equity Sales R |
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| January 2, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2015 (December 31, 2014) RCS Capital Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorpo |
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| December 30, 2014 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Announces Changes to Board of Directors Increases Board Independence Mark Auerbach, Lead Independent Director, Becomes Chairman New York, New York, December 30, 2014 – RCS Capital Corporation (NYSE: RCAP) (“RCS Capital” or the “Company”) announced today that its Board of Directors (the “Board”) has elected Mark Auerbach, the Company’s Lead Independent |
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| December 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2014 (December 29, 2014) RCS Capital Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incor |
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| December 29, 2014 |
RCAP / RCS CAPITAL CORPORATION / Luxor Capital Group, LP - DECEMBER 26, 2014 Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 6)* RCS Capital Corporation (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 74937W102 (CUSIP Number) Jamie Nash, Esq. Kleinberg, K |
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| December 23, 2014 |
RCAP / RCS CAPITAL CORPORATION S-3ASR - - S-3ASR As filed with the Securities and Exchange Commission on December 23, 2014 Registration No. |
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| December 23, 2014 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.8 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this to Registration Statement on Form S-3 of our reports dated February 28, 2013 and February 28, 2012, related to the financial statements of Walnut Street Securities, Inc. as of and for the years ended December 31, 2012 and 2011, respectively, (which reports express unmodified opinions and include an ot |
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| December 23, 2014 |
RCS CAPITAL CORPORATION [ ] Dated as of [ ], [ ] Subordinated Debt Securities EX-4.18 3 v396759ex4-18.htm EXHIBIT 4.18 Exhibit 4.18 RCS CAPITAL CORPORATION Issuer AND [ ] Trustee INDENTURE Dated as of [ ], [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Indenture 310(a) 7.10 310(b) 7.09; 7.11 310(c) Inapplicable 311(a) 7.14(a) 311(b) 7.14(b) 311(c) Inapplicable 312(a) 5.02(a) 312(b) 5.02(c) 312(c) 5.02(c) 313(a) |
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| December 23, 2014 |
(1) Interest expense includes amortization of discount on borrowings. RCS Capital Corporation (the "Company") Exhibit 12.1 Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (Dollars in thousands) Year Ended December 31, Nine Months Ended September 30, 2014 2013 2012 2011 2010 2009 Earnings: Net income (loss) from continuing operations, pretax $ 34,725 $ 99,858 $ 7,412 $ 3,742 $ (2,382 ) $ (4,011 ) Add: Fixed charges 33,047 790 56 31 12 — Capitalized i |
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| December 23, 2014 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 28, 2013 and February 28, 2012, related to the financial statements of Tower Square Securities, Inc. as of and for the years ended December 31, 2012 and 2011, respectively, (which reports express unmodified opinions and include an other |
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| December 23, 2014 |
RCS CAPITAL CORPORATION [ ] Dated as of [ ], [ ] Senior Debt Securities TABLE OF CONTENTS(1) Exhibit 4.17 RCS CAPITAL CORPORATION Issuer AND [ ] Trustee INDENTURE Dated as of [ ], [ ] Senior Debt Securities TABLE OF CONTENTS(1) Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions of Terms. 1 Section 1.02 Rules of Construction. 5 Section 1.03 Form of Documents Delivered to Trustee 6 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION A |
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| December 22, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2014 RCS Capital Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commissio |
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| December 22, 2014 |
EX-99.1 2 v396123ex99-1.htm UNAUDITED PRO FORMA CONSOLIDATED STATEMENT Exhibit 99.1 RCS Capital Corporation Unaudited Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2014 and for the Year Ended December 31, 2013 The unaudited Pro Forma Consolidated Statements of Operations have been prepared through the application of Pro Forma adjustments to the historical S |
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| December 22, 2014 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-199016 PROSPECTUS RCS CAPITAL CORPORATION 464,317 Shares of Class A Common Stock This prospectus relates to the possible resale, from time to time, by the selling stockholders named in this prospectus, whom we refer to as the selling stockholders, of 464,317 shares of our Class A common stock, which we refer to as the registered securities, iss |
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| December 22, 2014 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-199016 on Form S-3 of our reports dated February 28, 2013 and February 28, 2012, related to the financial statements of Tower Square Securities, Inc. as of and for the years ended December 31, 2012 and 2011, respectively, (which reports express unmodif |
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| December 22, 2014 |
RCAP / RCS CAPITAL CORPORATION S-3/A - - S-3/A As filed with the Securities and Exchange Commission on December 22, 2014 Registration No. |
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| December 22, 2014 |
CONSENT OF INDEPENDENT AUDITORS Exhibit 23.8 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-199016 on Form S-3 of our reports dated February 28, 2013 and February 28, 2012, related to the financial statements of Walnut Street Securities, Inc. as of and for the years ended December 31, 2012 and 2011, respectively, (which reports express unmodi |
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| December 19, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2014 RCS Capital Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commi |
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| December 19, 2014 |
RCS Capital Corporation Issues Statement Regarding Recent Market Developments Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Issues Statement Regarding Recent Market Developments NEW YORK, December, 18, 2014 - RCS Capital Corporation (“RCS Capital”) (NYSE: RCAP), in light of recent market developments, issued the following statement: “The fundamentals driving the success of our business remain strong and unchanged. Our confidence in the long-term prospects for t |
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| December 19, 2014 |
Exhibit 3.2 RCS CAPITAL CORPORATION CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware 7% Series C Convertible Preferred Stock (Par Value $0.001 Per Share) RCS Capital Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Genera |
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| December 19, 2014 |
Exhibit 3.1 RCS CAPITAL CORPORATION CERTIFICATE OF DESIGNATION Pursuant to Section 151 of the General Corporation Law of the State of Delaware 11% Series B Preferred Stock (Par Value $0.001 Per Share) RCS Capital Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporati |
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| December 19, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2014 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commissi |
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| December 18, 2014 |
Exhibit 10.1 EXECUTION VERSION SECURITIES EXCHANGE AGREEMENT among RCS Capital Corporation and Luxor Capital Partners, LP and certain other Investors identified herein Dated as of December 12, 2014 TABLE OF CONTENTS Page Section 1. Issuance and Exchange of Preferred Shares 2 Section 2. The Closing 2 Section 3. Conditions to Closing 4 3.1 Conditions Precedent to Obligations of the Investors and the |
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| December 18, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K to CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2014 (December 12, 2014) RCS Capital Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of i |
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| December 16, 2014 |
EX-99.1 3 rcsexhibit99-121514.htm SECURITY EXCHANGE AGREEMENT Exhibit 99.1 - Please see corresponding pdf |
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| December 16, 2014 |
RCAP / RCS CAPITAL CORPORATION / Luxor Capital Group, LP - DECEMBER 16, 2014 Activist Investment SC 13D/A 1 rcs13da-121514.htm DECEMBER 16, 2014 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 5)* RCS Capital Corporation (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 74937W |
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| December 16, 2014 |
begin 644 rcsexhibit99-121514.pdf M)5!$1BTQ+C8-)>+CS],-"C4W,B`P(&]B:@T\/"],:6YE87)I>F5D(#$O3"`U M-3$X.3$O3R`U-S0O12`R-C,Q+TX@,3([email protected](T+T@@6R`T-3<@-3@W M73X^#65N9&]B:@T@("`@("`@("`@("`@#0HU-S<@,"!O8FH-/#PO1&5C;V1E M4&%R;7,\/"]#;VQU;6YS(#0O4')E9&EC=&]R(#$R/CXO1FEL=&5R+T9L871E M1&5C;V1E+TE$6SQ!1C(U1D0U0T0Q1C8T,C8P1C%#.#-$.45#.#@T140U0SX\ M1C@S0S@Y-4)%0C(Y,#,T1#DP1D0P-39&0S8W.#8Y-S,^72]);F1E>%L |
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| December 12, 2014 |
EX-99.1 2 v396386ex99-1.htm PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Exchange of Existing Convertible Preferred Shares for New Convertible Preferred and Perpetual Preferred Securities Transaction Establishes Fixed Convertible Preferred Strike Price, Mitigates Potential Dilutive Impact of Existing Convertible Preferred Shares and Simplifies Capital Structur |
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| December 12, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2014 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commissi |
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| December 9, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2014 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commissio |
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| December 9, 2014 |
FOR IMMEDIATE RELEASE RCS Capital Corporation Announces November Wholesale Distribution Sales Over $260 Million in Equity Sales Raised Through 31 Direct Investment Programs Over 70 Selling Agreements Reinstated to Date Representing Approximately 25% of Total Suspended Agreements Currently 1,041 Active Selling Agreements in RCS Capital’s Selling Group Two Key Custodial and Clearing Firms Lift Suspe |
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| December 4, 2014 |
EX-99.1 2 v395857ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Agreement to Settle Litigation with American Realty Capital Properties in Connection with Acquisition of Cole Capital NEW YORK, NEW YORK, December 4, 2014 - RCS Capital Corporation (“RCS Capital”) (NYSE: RCAP) announced today that it has agreed with American Realty Capital Properties, Inc. |
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| December 4, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 4, 2014 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commissio |
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| December 2, 2014 |
FOR IMMEDIATE RELEASE RCS Capital Corporation to Participate at the 2014 Bank of America Merrill Lynch Leveraged Finance Conference NEW YORK, NEW YORK, December 2, 2014 - RCS Capital Corporation (“RCS Capital”) (NYSE: RCAP), announced today that it will participate in a moderated discussion at the 2014 Bank of America Merrill Lynch Leveraged Finance Conference on Wednesday, December 3, 2014 at the Boca Raton Resort & Club in Boca Raton, Florida at 10:50 a. |
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| December 2, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2014 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commissio |
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| November 24, 2014 |
EX-99.1 2 v395014ex99-1.htm PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Reinstatement of Certain of its Selling Agreements with Broker-Dealers Additionally Comments on Recent Management Stock Purchases New York, New York, November, 24, 2014 – RCS Capital Corporation (NYSE: RCAP) (“RCS Capital”) announced today that certain broker-dealers have resumed sales of |
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| November 24, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2014 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commissi |
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| November 20, 2014 |
RCAP / RCS CAPITAL CORPORATION / Luxor Capital Group, LP - NOVEMBER 20, 2014 Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 4)* RCS Capital Corporation (Name of Issuer) Class A common stock, par value $0.001 per share (Title of Class of Securities) 74937W102 (CUSIP Number) Jamie Nash, Esq. Kleinberg, K |
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| November 17, 2014 |
EX-99.1 2 p13171525b.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of |
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| November 17, 2014 |
RCAP / RCS CAPITAL CORPORATION / Point72 Asset Management, L.P. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RCS CAPITAL CORPORATION (Name of Issuer) Class A Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 74937W102 (CUSIP Number) November 14, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| November 14, 2014 |
Exhibit 10.3 Execution version EQUITY PURCHASE AGREEMENT by and between ARC PROPERTIES OPERATING PARTNERSHIP, L.P. and RCS CAPITAL CORPORATION DATED AS OF SEPTEMBER 30, 2014 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE Section 1.1 Purchase and Sale 1 Section 1.2 Consideration 1 Section 1.3 Purchase Price Allocation 3 Section 1.4 Closings 3 Section 1.5 First Closing Deliveries 3 Section 1.6 S |
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| November 14, 2014 |
Exhibit 4.1 SECOND SUPPLEMENTAL INDENTURE Dated as of August 1, 2014 TO THE INDENTURE Dated as of April 29, 2014 by RCS CAPITAL CORPORATION, as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee THIS SECOND SUPPLEMENTAL INDENTURE (this ?Second Supplemental Indenture?), dated as of August 1, 2014, is made by RCS CAPITAL CORPORATION, a Delaware corporation (the ?Issuer?), and WILMINGTON T |
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| November 14, 2014 |
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, dated as of August 1, 2014 (this ?Amendment?), is entered into by and among RCS Capital Corporation, a Delaware corporation (the ?Company?), RCAP Holdings, LLC, a Delaware limited liability company (?Parent?) and each investor identified on the signature pages hereto (collectively, |
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| November 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35924 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 38-3894716 (State or other jurisdiction of (I. |
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| November 14, 2014 |
EX-10.2 4 exhibit102thirdamendmenttoex.htm THIRD AMENDMENT TO THE EXCHANGE AGREEMENT BETWEEN RCSCC AND RCAP HOLDINGS Exhibit 10.2 THIRD AMENDMENT TO THE EXCHANGE AGREEMENT dated as of August 5, 2014 (this “Amendment”), between RCS Capital Corporation, a Delaware corporation, and RCAP Holdings, LLC, a Delaware limited liability company (each of whom may be referred to herein as a “Party” and togeth |
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| November 13, 2014 |
Exhibit 99.2 American Realty Capital 1 November 2014 Pro Forma Third Quarter 2014 Financial & Operating Results 2:15AM ET 11/13/14 2 2 Forward - Looking Statements Certain statements made in this presentation are forward - looking statements . Those statements include statements regarding the intent, belief or current expectations of RCS Capital Corporation (“us,” “our,” “RCAP ” or the “Company”) |
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| November 13, 2014 |
EX-99.1 2 v394220ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Third Quarter 2014 Operating Results Pro Forma Results: - Adjusted Net Income of $35.5 Million or $0.40 per Fully Diluted Share for the Third Quarter; $116.2 Million or $1.31 per Fully Diluted Share for the First Nine Months 2014 - Adjusted EBITDA of $57.8 Million for the Third Quarter; $1 |
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| November 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2014 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| November 13, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2014 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commissi |
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| November 13, 2014 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation to Participate at the 2014 Bank of America Merrill Lynch Banking & Financial Services Conference NEW YORK, NEW YORK, November 13, 2014 - RCS Capital Corporation (“RCS Capital”) (NYSE: RCAP), announced today that it will participate in a moderated discussion at the 2014 Bank of America Merrill Lynch Banking & Financial Services Conference o |
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| November 7, 2014 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2014 (November 3, 2014) RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorp |
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| November 5, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2014 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commissio |
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| November 5, 2014 |
RCS Capital Comments on Recent Share Price Movement EX-99.1 2 v393312ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Comments on Recent Share Price Movement New York, New York, November, 5, 2014 – RCS Capital Corporation (“RCAP”) (NYSE: RCAP), today issued the following statement regarding RCAP’s recent share price movement. Given the corporate announcements made by American Realty Capital Properties, Inc. (“ARCP”) (NASDAQ: A |
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| November 3, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2014 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commissio |
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| November 3, 2014 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Terminates Agreement to Acquire Cole Capital® Announces Termination of Related Sub-Advisory and Wholesaling Agreements NEW YORK, November 3, 2014 - RCS Capital Corporation (“RCAP”) (NYSE: RCAP), announced today that it has terminated the previously disclosed definitive agreement to acquire Cole Capital Partners, LLC and Cole Capital Adviso |
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| October 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2014 (October 22, 2014) RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| October 22, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2014 RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No. |
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| October 22, 2014 |
RCS Capital Corporation Sets Third Quarter 2014 Earnings Release Date and Webcast Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Sets Third Quarter 2014 Earnings Release Date and Webcast NEW YORK, October 22, 2014 - RCS Capital Corporation (“RCAP”) (NYSE: RCAP), announced today that it will release its financial results for the third quarter of 2014 on Thursday, November 13, 2014 prior to the opening of the market. RCAP will host an earnings conference call reviewin |
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| October 16, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2014 (October 16, 2014) RCS Capital Corporation (Exact name of registrant as specified in its charter) Delaware 001-35924 38-3894716 (State or other jurisdiction of incorp |
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| October 16, 2014 |
Exhibit 99.1 FOR IMMEDIATE RELEASE RCS Capital Corporation Announces Agreement with JMP Securities to Distribute Securities Offerings through Cetera Financial Group, RCAP’s Leading Independent Retail Advice Platform Agreement Broadens RCAP’s Suite of Product Offerings to over two million Retail Investors New York, New York, October 16, 2014 – RCS Capital Corporation (“RCAP”) (NYSE: RCAP), Realty C |
