SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13E-3

(Rule 13e-100)

 

TRANSACTION STATEMENT UNDER

SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND

RULE 13e-3 THEREUNDER

 

Rule 13e-3 Transaction Statement under Section 13(e)

of the Securities Exchange Act of 1934

 

ASTA FUNDING, INC.

Name of Subject Company (Issuer)

 

Asta Funding, Inc.

Asta Finance Acquisition Inc.

Asta Finance Acquisition Sub Inc.

Gary M. Stern, Ricky Stern, Arthur Stern, Emily Stern,

GMS Family Investors LLC, Asta Group, Incorporated,

The Ricky Stern Family 2012 Trust, The Ricky Stern 2012 GST Trust,

The Emily Stern Family 2012 Trust, The Emily Stern 2012 GST Trust

 (Names of Persons Filing Statement)

 

 

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

 

 

0462220109

(CUSIP Number of Class of Securities)

           

Seth Berman

General Counsel

Asta Funding, Inc.

210 Sylvan Avenue

Englewood Cliffs, NJ 07632

(201) 567-5648

       

Gary M. Stern

c/o Moomjian Waite & Coleman, LLP

350 Jericho Turnpike

Jericho, NY 11753

(516) 937-5900

 

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

 

With copies to:

         

James Rieger, Esq.

Ralph Siciliano, Esq.

Tannenbaum Helpern Syracuse &

Hirschtritt LLP

900 Third Avenue

New York, NY 10022

Telephone: (212) 508-6700

 

Scott Jones, Esq.

Pepper Hamilton LLP

400 Berwyn Park

899 Cassatt Road

Berwyn, Pennsylvania 19312

Telephone: (610) 640-7800

 

Kevin Waite , Esq.

Moomjian, Waite & Coleman, LLP 

350 Jericho Turnpike

Jericho, NY 11753

Telephone: (516) 937-5900

 

 

 

This statement is filed in connection with (check the appropriate box):

         

a.

 

 

The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

     

b.

 

 

The filing of a registration statement under the Securities Act of 1933.

     

c.

 

 

A tender offer.

     

d.

 

 

None of the above.

 

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

 

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

 

Calculation of Filing Fee

     

Transaction valuation*

 

Amount of filing fee**

   

$30,086,667.12

 

$3,905.25

*

Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The transaction value is based on the sum of (a) the aggregate cash payment for the proposed per share cash payment of $11.47 for 2,915,721 shares of common stock issued and outstanding (including shares of company stock options) as of April 8, 2020 (consisting of 6,567,765 shares of common stock outstanding as of April 8, 2020 minus 4,058,911 shares held by the Stern Group (as defined below) (the “Rollover Shares”)) (the Rollover Shares that are not included in the foregoing calculation have been so excluded because they are being contributed to Parent (as defined below) immediately prior to the consummation of the merger), plus (b) the product of (i) 406,867  shares of common stock underlying outstanding employee stock options with an exercise price of $11.47 or less, multiplied by (ii) 3.22, representing the difference between the $11.47 per share merger consideration and the $8.25 weighted average exercise price of such options.

**

The filing fee was calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0001298.

☒ 

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and date of its filing.

     

Amount Previously Paid: $3,905.25

 

Filing Party: Asta Funding, Inc.

   

Form or Registration No.: Schedule 14A – Preliminary Proxy Statement

 

Date Filed: May 7, 2020

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE

 

 

 

Introduction

 

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits thereto (the “Transaction Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Asta Funding, Inc., a Delaware corporation (the “Company”) and the issuer of the common stock, par value $0.01 per share (the “Common Stock”) that is subject to the Rule 13E-3 transaction, (ii) Asta Finance Acquisition Inc., a Delaware corporation (“Parent”), (iii) Asta Finance Acquisition Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), (iv) Mr. Gary M. Stern, an individual and Chairman and Chief Executive Officer of the Company, (v) Ricky Stern, an individual and Senior Vice President of the Company’s GAR subsidiary, (vi) Arthur Stern, an individual and the former Chairman Emeritus and former director of the Company, (vii) Emily Stern, an individual, (viii) GMS Family Investors LLC, a Delaware limited liability company (“GMS”), (ix) Asta Group, Incorporated, a Delaware corporation (“AGI”), (x) the Ricky Stern Family 2012 Trust (“RSFT”), (xi) the Ricky Stern 2012 GST Trust (the “RS GST Trust”), (xii) the Emily Stern Family 2012 Trust (“ESFT”) and (xiii) the Emily Stern 2012 GST Trust (the “ES GST Trust” and, together with Messr. Gary M. Stern, Ricky Stern, Arthur Stern, Miss Emily Stern, GMS, AGI, RSFT, RS GST Trust and ESFT, the “Stern Group Investors” or the “Stern Group”).

 

On April 8, 2020, the Company, Parent and Merger Sub entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub shall merge with and into the Company and its consolidated subsidiaries, with the Company surviving the Merger as a wholly-owned subsidiary of Parent (the “Merger”). Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to a virtual special meeting of the stockholders of the Company at which the holders of the Common Stock will be asked to consider and vote on a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement by the affirmative vote of the holders of (i) at least a majority of the outstanding shares of Common Stock entitled to vote thereon and (ii) at least a majority of the outstanding shares of Common Stock entitled to vote thereon, other than the Parent, Gary Stern and members of the Stern Group, and any other officers and directors of the Company and any other person having any equity interest in, or any right to acquire any equity interest in, Merger Sub or any person of which Merger Sub is a direct or indirect subsidiary. A copy of the Proxy Statement is attached hereto as Exhibit (a)(2)(i) and a copy of the Merger Agreement is attached as Annex A to the Proxy Statement.

 

Under the terms of the Merger Agreement, at the effective time of the Merger, each share of common stock of the Company (the “Common Stock”) outstanding immediately prior to the effective time of the merger (other than certain excluded shares and shares held by any of the Company’s stockholders who are entitled to and properly exercise appraisal rights under Delaware law (“dissenting shares”)) will be converted into the right to receive $11.47 in cash, without interest (the “merger consideration”), less any applicable withholding taxes, whereupon all such shares will be automatically canceled and will cease to exist, and the holders of such shares will cease to have any rights with respect thereto other than the right to receive the merger consideration. Shares of Common Stock held by any of the Parent Parties (including the shares held by the members of the Stern Group, which shares will be contributed to Parent prior to the merger) and by the Company or any wholly-owned subsidiary of the Company will not be entitled to receive the merger consideration.

 

Except as otherwise agreed to in writing prior to the Effective Time of the Merger by Parent and a holder of any Company stock options with respect to any of such holder’s Company stock options, each Company stock option, whether vested or unvested and whether with an exercise price per share that is greater or less than, or equal to, $11.47, that is outstanding immediately prior to the Effective Time, will, as of the Effective Time, become fully vested and be canceled and converted into the right to receive an amount in cash from the Company as the surviving corporation equal to (a) the product of (i) the excess, if any, of $11.47 over the exercise price per share of the Common Stock subject to such Company stock option multiplied by (ii) the total number of shares of the Common Stock subject to such Company stock option, without interest, less (b) such amounts as are required to be withheld or deducted under applicable tax provisions.

 

As of April 8, 2020, the members of the Stern Group hold 4,058,911shares of the Company’s Common Stock representing approximately 61.8% of the Company’s total issued and outstanding Common Stock (including (i) 260,000 shares subject to Company stock options exercisable within 60 days), and have agreed with Parent to contribute to Parent, immediately prior to the consummation of the merger, 4,058,911 shares in exchange for common stock of Parent.

 

-1-

 

The board of directors of the Company formed a special committee comprised entirely of independent and disinterested directors, consisting of David Slackman (Chairman), Michael Monteleone, and Timothy Bishop (the “Special Committee”) to consider and negotiate the terms and conditions of the merger and to recommend to the board of directors whether to pursue the merger and, if so, on what terms and conditions.

 

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E- 3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated by reference herein in its entirety, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

 

While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any other Filing Person.

 

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

 

Item 1. Summary Term Sheet

 

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

Item 2. Subject Company Information

 

 

(a)

Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“SUMMARY TERM SHEET—Parties to the Merger—Asta Funding, Inc.

 

 

(b)

Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC.”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

 

 

(c)

Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“IMPORTANT INFORMATION REGARDING ASTA—Market Price of the Common Stock and Dividend Information”

 

 

(d)

Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“THE MERGER AGREEMENT—Conduct of Business Prior to Closing”

“IMPORTANT INFORMATION REGARDING ASTA—Market Price of the Common Stock and Dividend Information—Dividends”

 

 

(e)

Prior Public Offerings. Not Applicable.

 

-2-

 

 

(f)

Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT —Transactions in Common Stock”

 

Item 3. Identity and Background of Filing Person

 

 

(a)

Name and Address. Asta Funding, Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET—Parties to the Merger”

“SPECIAL FACTORS —Parties to the Merger”

“IMPORTANT INFORMATION REGARDING ASTA”

“IMPORTANT INFORMATION REGARDING THE PARENT PARTIES AND THE STERN GROUP”

 

 

(b)

Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET — Parties to the Merger”

“SPECIAL FACTORS — Parties to the Merger”

“IMPORTANT INFORMATION REGARDING ASTA—Company Background”

“IMPORTANT INFORMATION REGARDING THE PARENT PARTIES AND THE STERN GROUP”

 

 

(c)

Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“IMPORTANT INFORMATION REGARDING ASTA—Directors, Officers and Corporate Governance”

“IMPORTANT INFORMATION REGARDING THE PARENT PARTIES AND THE STERN GROUP”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

 

Item 4. Terms of the Transaction

 

 

(a)

Material Terms.

 

 

(1)

Tender Offers. Not applicable.

 

 

(2)

Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences of the Merger”

 

-3-

 

“SPECIAL FACTORS—U.S. Holders; Non-U.S. Holders”

“SPECIAL FACTORS—Merger Consideration”

“SPECIAL FACTORS—Payment for the Shares of Common Stock”

“SPECIAL FACTORS—Delisting and Deregistration of our Common Stock”

“SPECIAL FACTORS—Appraisal Rights”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC —Votes Required”

“THE MERGER AGREEMENT”

ANNEX A—AGREEMENT AND PLAN OF MERGER.

 

Accounting Treatment

 

Asta Funding, Inc., as the surviving corporation in the merger, will account for the merger under the acquisition method of accounting for business combinations in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

 

 

(c)

Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Financing the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS— Indemnification and Directors’ and Officers’ Liability Insurance”

“SPECIAL FACTORS —Voting Agreement”

“SPECIAL FACTORS—Stern Group Commitment Letters”

“THE MERGER AGREEMENT—Treatment of Options”

 

 

(d)

Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Appraisal Rights”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC. —Appraisal Rights”

ANNEX C—DELAWARE GENERAL CORPORATION LAW SECTION 262

 

 

(e)

Provisions for Unaffiliated Security Holders. None.

 

 

(f)

Eligibility for Listing or Trading. Not applicable.

 

Item 5. Past Contacts, Transactions, Negotiations and Agreements

 

 

(a)

Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Voting Agreement”

“SPECIAL FACTORS—Stern Group Commitment Letters”

 

-4-

 

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“THE MERGER AGREEMENT”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT—Transactions in Common Stock”

ANNEX A—AGREEMENT AND PLAN OF MERGER

 

 

(b)—(c)

Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Management Estimates”

“THE MERGER AGREEMENT”

ANNEX A—AGREEMENT AND PLAN OF MERGER

 

 

(e)

Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Voting Agreement”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“VIRTUAL SPECIAL MEETING OF THE STOCKHOLDERS OF ASTA FUNDING, INC.—Votes Required”

“THE MERGER AGREEMENT”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

ANNEX A—AGREEMENT AND PLAN OF MERGER

 

Item 6. Purposes of the Transaction, and Plans or Proposals

 

 

(b)

Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

 

-5-

 

“SPECIAL FACTORS—Delisting and Deregistration of our Common Stock”

“THE MERGER AGREEMENT—The Merger

“THE MERGER AGREEMENT—Merger Consideration”

“THE MERGER AGREEMENT—Payment for the Shares of Common Stock”

“THE MERGER AGREEMENT—Treatment of Options”

ANNEX A—AGREEMENT AND PLAN OF MERGER

 

(c)(1)—(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“SUMMARY TERM SHEET – Purpose of the Virtual Special Meeting”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Delisting and Deregistration of Company Common Stock”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS— Stern Group Commitment Letters”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Indemnification and Directors’ and Officers’ Liability Insurance”

“IMPORTANT INFORMATION REGARDING ASTA — Dividends”

“THE MERGER AGREEMENT”

“THE MERGER AGREEMENT—The Merger”

“THE MERGER AGREEMENT—Treatment of Options”

ANNEX A—AGREEMENT AND PLAN OF MERGER

 

Item 7. Purposes, Alternatives, Reasons and Effects

 

 

(a)

Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

 

 

(b)

Alternatives. None. Additionally, the information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SPECIAL FACTORS—Background of the Merger”

 

-6-

 

 

(c)

Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Opinion of the Financial Advisor to the Special Committee of Our Board of Directors”

“SPECIAL FACTORS—Management Estimates”

ANNEX B – OPINION OF LINCOLN INTERNATIONAL LLC

 

 

 

(d)

Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Certain Effects of the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences of the Merger”

“SPECIAL FACTORS—U.S. Holders; Non-U.S. Holders”

“SPECIAL FACTORS—Fees and Expenses”

“SPECIAL FACTORS—Appraisal Rights”

“THE VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC.— Appraisal Rights”

“THE MERGER AGREEMENT—The Merger”

“THE MERGER AGREEMENT—Closing; Effective Time”

“THE MERGER AGREEMENT—Merger Consideration”

“THE MERGER AGREEMENT — Payment for the Shares of Common Stock”

“THE MERGER AGREEMENT—Treatment of Options”

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX C—THE DELAWARE GENERAL CORPORATION LAW SECTION 262

 

Item 8. Fairness of the Transaction

 

(a)—(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

 

-7-

 

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Parent Parties’ and the Stern Group’s Position as to the Fairness of the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Stern Group for the Merger”

“SPECIAL FACTORS—Opinion of the Financial Advisor to the Special Committee of Our Board of Directors”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Management Estimates”

ANNEX B—OPINION OF LINCOLN INTERNATIONAL LLC

 

The presentations and discussion materials dated December 30, 2019, January 16, 2020, March 13, 2020 and April 8, 2020, each prepared by Lincoln International LLC and reviewed by the Special Committee of the Board of the Directors of the Company, as applicable, are attached hereto as Exhibits (c)(2), (c)(3), (c)(4) and (c)(5) and are incorporated by reference herein.

 

 

(c)

Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC.—Record Date and Quorum”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC.—Votes Required”

“THE MERGER AGREEMENT—Conditions to the Merger”

“THE MERGER AGREEMENT—Stockholders Meeting”

ANNEX A—AGREEMENT AND PLAN OF MERGER

 

 

(d)

Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Opinion of the Financial Advisor to the Special Committee of Our Board of Directors”

ANNEX B—OPINION OF LINCOLN INTERNATIONAL LLC

 

 

(e)

Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

 

-8-

 

“THE VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC. Recommendation of our Board of Directors”

 

(f)     Other Offers. Not applicable.

 

Item 9. Reports, Opinions, Appraisals and Negotiations

 

 

(a)—(c)

Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Opinion of the Financial Advisor to the Special Committee of Our Board of Directors”

“WHERE YOU CAN FIND MORE INFORMATION”

ANNEX B—OPINION OF LINCOLN INTERNATIONAL LLC

 

The presentations and discussion materials dated December 30, 2019, January 16, 2020, March 13, 2020 and April 8, 2020, each prepared by Lincoln International LLC and reviewed by the Special Committee of the Board of the Directors of the Company, as applicable, are attached hereto as Exhibits (c)(2), (c)(3), (c)(4) and (c)(5), and are incorporated by reference herein.

 

Item 10. Source and Amounts of Funds or Other Consideration

 

 

(a)—(b), (d)

Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Financing of the Merger”

“SPECIAL FACTORS—Stern Group Commitment Letters”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“THE MERGER AGREEMENT – Financing of the Merger”

ANNEX A—AGREEMENT AND PLAN OF MERGER.

 

 

(c)

Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Fees and Expenses”

“SPECIAL FACTORS— Interests of Our Directors and Executive Officers in the Merger—Payments to the Special Committee”

“THE MERGER AGREEMENT—Termination Fees and Expenses;

“THE MERGER AGREEMENT—Reimbursement of Expenses”

 

-9-

 

Item 11. Interest in Securities of the Subject Company

 

 

(a)

Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

ANNEX A—AGREEMENT AND PLAN OF MERGER

 

 

(b)

Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT —Transactions in Common Stock”

 

Item 12. The Solicitation or Recommendation

 

 

(d)

Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“SPECIAL FACTORS—Voting Agreement”

“VIRTUAL SPECIAL MEETING OF THE STOCKHOLDERS—Votes Required”

“SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT”

 

 

(e)

Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Purposes and Reasons of the Company for the Merger”

“SPECIAL FACTORS—Purposes and Reasons of the Parent Parties and the Stern Group for the Merger”

 

Item 13. Financial Statements

 

 

(a)

Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SPECIAL FACTORS—Management Estimates”

“IMPORTANT INFORMATION REGARDING ASTA—Selected Summary Historical Consolidated Financial Data”

“IMPORTANT INFORMATION REGARDING ASTA—Book Value Per Share”

 

-10-

 

“WHERE YOU CAN FIND ADDITIONAL INFORMATION”

 

 

(b)

Pro Forma Information. Not applicable.

 

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

 

 

(a)—(b)

Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

“SPECIAL FACTORS—Background of the Merger”

“SPECIAL FACTORS—Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Reasons for the Merger and Recommendation of Our Board of Directors”

“SPECIAL FACTORS—Fees and Expenses”

“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC —Solicitation of Proxies”

“VIRTUAL SPECIAL MEETING OF STOCKHOLDERS OF ASTA FUNDING, INC —Additional Assistance”

“THE MERGER AGREEMENT—Employee Matters”

 

Item 15. Additional Information

 

 

(b)

Golden Parachute Compensation. Not applicable.

 

 

(c)

Other Material Information. The entirety of the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

 

-11-

 

Item 16. Exhibits

 

 

(a)(2)(i)

Preliminary Proxy Statement of Asta Funding, Inc. (incorporated by reference to the Schedule 14A filed concurrently with this Transaction Statement with the Securities and Exchange Commission).

 

(a)(2)(ii)

Form of Proxy Card (included in the Preliminary Proxy Statement and incorporated herein by reference).

 

(a)(2)(iii)

Letter to Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).

 

(a)(2)(iv)

Notice of Virtual Special Meeting of Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).

 

(a)(2)(v)

Press Release issued by Asta Funding, Inc., dated April 8, 2020 (included as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on April 8, 2020, and incorporated herein by reference).

 

(b)(1)

Debt Commitment Letter, dated April 3, 2020, by and between Bank Leumi USA and Asta Finance Acquisition, Inc.

 

(c)(1)

Opinion of Lincoln International LLC, dated April 8, 2020 (included as Annex B to the Preliminary Proxy Statement, and incorporated herein by reference).

 

(c)(2)

Presentation Materials, dated December 30, 2019, of Lincoln International LLC to the Special Committee of the Board of Directors of the Company.

 

(c)(3)

Presentation Materials, dated January 16, 2020, of Lincoln International LLC to the Special Committee of the Board of Directors of the Company.

 

(c)(4)

Presentation Materials, dated March 13, 2020, of Lincoln International LLC to the Special Committee of the Board of Directors of the Company.

 

(c)(5)

Presentation Materials, dated April 8, 2020, of Lincoln International LLC to the Special Committee of the Board of Directors of the Company.

 

(d)(1)

Agreement and Plan of Merger, dated as of April 8, 2020, by and among Asta Finance Acquisition, Inc., Asta Finance Acquisition Sub Inc. and Asta Funding, Inc. (included as Annex A to the Preliminary Proxy Statement, and incorporated herein by reference).

 

(d)(2)

Form of Voting Agreement between the Stern Group and Asta Funding, Inc. dated April 8, 2020 (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 8, 2020, and incorporated herein by reference).

 

(d)(3)

The Stern Group Commitment Letter, dated as of April 8, 2020, by and among the Stern Group Investors and Asta Finance Acquisition Inc. (included as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on April 8, 2020, and incorporated herein by reference).

 

(d)(4)

Form of Limited Guarantee dated April 8, 2020 (included as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on April 8, 2020, and incorporated herein by reference).

 

(f)

Section 262 of the Delaware General Corporation Law (included as Annex C to the Preliminary Proxy Statement, and incorporated herein by reference).

  (g) None.

 

-12-

 

SIGNATURE

 

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated as of May 7, 2020

 

 

THE COMPANY

 

ASTA FUNDING, INC.

 

By: /s/ Steven Leidenfrost

Name: Steven Leidenfrost       

Title: Chief Financial Officer

 

PARENT PARTIES

 

ASTA FINANCE ACQUISITION INC.

By: /s/ Gary Stern      

Name: Gary Stern

Title: CEO and President

 

ASTA FINANCE ACQUISITION SUB, INC.

 

By: /s/ Gary Stern      

Name: Gary Stern

Title: CEO and President

 

STERN GROUP INVESTORS:

 

/s/ Gary Stern       

Gary Stern

 

 

/s/ Ricky Stern       

Ricky Stern

 

 

/s/ Emily Stern       

Emily Stern

 

 

/s/ Arthur Stern     

Arthur Stern

 

GMS FAMILY INVESTORS LLC

 

By: /s/ Ricky Stern      

Name: Ricky Stern

Title: Managing Member

 

-13-

 

 

RICKY STERN 2012 FAMILY TRUST

 

By: /s/ Ricky Stern      

Name: Ricky Stern

Title: Trustee

 

RICKY STERN 2012 GST TRUST

 

 

By: /s/ Ricky Stern      

Name: Ricky Stern

Title: Trustee

 

EMILY STERN 2012 TRUST

 

 

By: /s/ Ricky Stern      

Name: Ricky Stern

Title: Trustee

 

EMILY STERN 2012 GST TRUST

 

 

By: /s/ Gary Stern

Name: Gary Stern

Title: Trustee

 

EMILY STERN 2012 TRUST

 

 

By: /s/ Ricky Stern      

Name: Ricky Stern

Title: Trustee

 

EMILY STERN 2012 GST TRUST

 

 

By: /s/ Gary Stern      

Name: Gary Stern

Title: Trustee

 

ASTA GROUP INCORPORATED

 

 

By: /s/ Gary Stern      

Name: Gary Stern

Title: CEO and President

 

-14-
 

Exhibit (b)(1)

 

 

 

Confidential

 

 

April 3, 2020

 

 

Asta Finance Acquisition Inc.

210 Sylvan Ave
Englewood Cliffs, NJ 07632
Attention: Mr. Gary Stern

 

 

 

Re:

$35,000,000 Term Loan

 

Dear Mr. Stern:

 

We are pleased to inform you that, subject to the terms and conditions set forth below, Bank Leumi USA (“Bank,” “we” or “us”) has committed to provide at the request of Asta Finance Acquisition Inc. (“Borrower” or “you”) loans and/or other credit accommodations in an aggregate amount not to exceed $35,000,000 (collectively, the “Facility”). Bank’s obligation to make the Facility available to Borrower is subject to and conditioned upon Borrower’s acceptance of this letter by April 8, 2020 in the manner described below, and the satisfaction of the terms and conditions set forth herein.

 

I.

Terms of the Facility.

 

The principal terms and conditions of the Facility are set forth on the term sheet attached hereto as Exhibit A and made a part hereof. In addition to these terms and conditions, the Facility shall also be governed by such other terms as are customarily required by Bank in transactions of this type, all as set forth in the definitive loan documents to be executed in connection therewith (the “Loan Documents”).

 

II.

Acceptance; Good Faith Deposit.

 

If the terms and conditions of the Facility and this letter are acceptable, please have both copies of this letter signed and return one copy to the undersigned c/o Bank Leumi USA, 579 Fifth Avenue, New York, NY 10017, no later than 5:00 p.m. (New York City time) on April 8, 2020. Upon acceptance, this letter will constitute a binding commitment for Bank to make the Facility available in accordance with its terms and conditions. Bank acknowledges receipt from Borrower of Forty Thousand Dollars ($40,000) as a deposit (the “Deposit”). Upon the closing of the Facility, the Deposit shall be applied by Bank to the payment of its fees and expenses related thereto, including without limitation the origination and other fees described on Exhibit A hereto. If the Facility does not close (for any reason other than willful default hereunder by Bank), the Deposit will be deemed earned by Bank in consideration for processing Borrower’s application and will not be refunded. Notwithstanding the foregoing, the Deposit is not a maximum sum that will be required to be paid by Borrower for Bank’s costs and expenses, and Borrower’s obligation to reimburse Bank for all of its costs and expenses remains unconditional.

 

 

Asta Finance Acquisition Inc.
CONFIDENTIAL
April 3, 2020

 

III.

Conditions Precedent.

 

In addition to the Borrower’s acceptance of the terms of this letter in the manner described above, Bank’s obligation to close and fund the Facility is subject to the satisfaction of the other conditions set forth herein and compliance with the terms and provisions contained in Exhibit A, each of which is incorporated into this letter by this reference, including, without limitation, Borrower’s compliance with all reasonable and customary closing requirements of Bank and its counsel consistent with the terms hereof. Furthermore, Bank shall have no obligation to close and fund the Facility if (i) there is a material adverse change with respect to Borrower or Secured Guarantor or their respective business, financial status or properties (including the proposed collateral), or (ii) the making of the Facility would violate any law, rule or regulation applicable to Bank. Any of the following occurrences shall (without limitation) be deemed to be a “material adverse change” for the purposes of the foregoing sentence: (a) any bankruptcy, reorganization or insolvency proceeding involving Borrower or Secured Guarantor is commenced by the Borrower or Secured Guarantor, or any such involuntary proceeding is commenced and not stayed or dismissed within thirty (30) days; or (b) any sale, transfer, lien or encumbrance (other than in favor of Bank or as permitted in accordance with Exhibit A) of the proposed collateral results in the requirement set forth under “Advance Rate” in Exhibit A to not be met.

 

IV.

Reimbursement of Fees and Expenses.

 

In addition to the Deposit provided for above, and regardless of whether or not the Facility is closed or funded, Borrower hereby agrees to pay on demand all costs and expenses of Bank incurred in connection with the closing, documentation, review, negotiation and approval of this letter or the Facility, including without limitation the fees and expenses of Bank’s legal counsel, and recording, stamp and/or filing fees or taxes for all documents required to be filed or recorded in connection with the Facility. The foregoing obligation is unconditional, and shall survive the termination or other expiration of this letter and the execution of the Loan Documents.

 

V.

Termination of Commitment.

 

If all required Loan Documents are not executed and delivered and the other conditions to closing set forth herein or on Exhibit A are not satisfied by July 14, 2020 (for any reason other than Bank’s willful default hereunder), then Bank’s obligations under this commitment shall cease and Bank shall have no liability to Borrower hereunder, unless Bank has extended its commitment to grant the Facility in a writing delivered by Bank to Borrower.

 

VI.

Other.

 

This commitment shall be deemed to be construed under the laws of the State of New York. Upon acceptance by Borrower, this commitment shall contain the sole and entire agreement and understanding of Bank and Borrower with respect to the entire subject matter hereof. Any and all prior discussions, applications, commitments, writings and understandings relating thereto are merged into and replaced by this commitment. This commitment cannot be waived, changed, modified, amended, or supplemented in any manner except by an instrument in writing signed by Bank. No waiver or modification by Bank of any term or condition of this commitment shall affect or be deemed to waive or modify any other term or condition hereof. This commitment is made for the purpose of defining and setting forth certain obligations, rights and duties of Borrower and Bank in connection with the requested Facility, and Borrower may not assign all or any portion of this commitment without the prior written consent of Bank.

 

2

Asta Finance Acquisition Inc.
CONFIDENTIAL
April 3, 2020

 

 

Very truly yours,

 

BANK LEUMI USA

 

 

 

 

 

 

 

 

 

 

By:

/s/ Russell Turley

 

 

 

Name: Russell Turley
Title:  Vice President

 

 

 

 

 

       
  By: /s/ Douglas J. Meyer  
    Name: Douglas J. Meyer
Title:  Senior Vice President
 

 

ACCEPTANCE AND AGREEMENT:

 

The undersigned, with the intent to be legally bound, hereby accepts and agrees to the terms and conditions of the foregoing letter agreement and Exhibit A thereto, this

 

   7    day of April, 2020:

 

BORROWER:

 

ASTA FINANCE ACQUISITION INC., a Delaware corporation

 

 

 

 

By:

/s/ Gary Stern                                 
Name: Gary Stern
Title: President

 

3

Asta Finance Acquisition Inc.
CONFIDENTIAL
April 3, 2020

 

EXHIBIT A

TERM SHEET

 

$35,000,000 TERM LOAN

 

Borrower:

Asta Finance Acquisition Inc., a corporation organized under the laws of Delaware (“Borrower”).

   

Secured Guarantor:

Jointly and severally, Asta Funding, Inc., a corporation organized under the laws of Delaware, and all wholly-owned subsidiaries of Borrower (individually and collectively, “Secured Guarantor”).

   

Bank:

Bank Leumi USA (“Bank”, “we” or “us”).

   

Facility:

A fully committed bridge loan in an amount not to exceed $35,000,000 (the “Maximum Loan Amount”), subject to the Advance Rate (defined below).

   

Purpose:

To facilitate the going private transaction of Asta Funding, Inc. by Asta Finance Acquisition Inc. and its subsidiary.

   

Maturity Date:

 

 

Interest:

The earlier to occur of (i) the acceleration of the maturity of the amounts due hereunder upon an Event of Default (as defined below) and (ii) the date that is one (1) month after closing of the Facility (“Maturity Date”).

 

Floating rate based on 1-month LIBOR plus 150 basis points, but in any event, not less than 2.7% per annum. Interest will be calculated on the basis of the actual number of days elapsed in a 360-day year. A default rate of interest of 3.0% per annum in excess of the interest rate otherwise in effect shall apply.

   

Payment Terms:

All principal and accrued and unpaid interest will be paid on the Maturity Date.

   

Fee:

Origination fee of 50 basis points of the closing loan amount (the “Origination Fee”), $40,000 of which is nonrefundable and has been paid to Bank by Borrower (the “Deposit”). The balance of the Origination Fee shall be paid at (and as a condition precedent to) closing. The Deposit will be applied to Bank’s out-of-pocket costs and expenses in connection with the Facility, and shall be deemed fully earned and non-refundable whether or not the Facility closes; provided that the Deposit will be refundable to Borrower (less Bank’s costs and expenses, including reasonable attorney’s fees incurred) only if Bank does not approve the Facility upon substantially the same terms and conditions as provided herein or the Facility does not close solely due to the fault of the Bank.

   

Collateral:

The Facility shall be secured by a combination, to Bank’s satisfaction, of:

 

(a)     Assignment of cash collateral to be held at Bank that is funded at least seven days prior to closing (“Cash Collateral”) with respect to which Bank will hold a valid first-priority perfected security interest at closing; and/or

 

A-1

Asta Finance Acquisition Inc.
CONFIDENTIAL
April 3, 2020

 

 

(b)     Eligible securities consisting of marketable U. S. Treasury Securities held in a securities account of Borrower and/or Secured Guarantor with Bank or its affiliates (“Eligible Securities”) with respect to which Bank will hold a valid first-priority perfected security interest at closing with a Securities Account Control Agreement.

 

All credit facilities and bank products extended by Bank to Borrower and/or Secured Guarantor (including the Facility) are to be cross-collateralized and cross-defaulted.

   
Prepayment: Borrower shall have the right to prepay the Facility in whole or in part without penalty.
   

Advance Rate:

The Advance Rate shall be equal to: 90% of Eligible Securities; plus 100% of Cash Collateral.

 

At no time shall the advances under the Facility exceed the sum of value of the Cash Collateral and Eligible Securities multiplied by the applicable Advance Rate at such time, and in such event, Borrower shall, within two (2) business days after Bank’s demand, repay to Bank and/or provide additional Cash Collateral or Eligible Securities in an amount equal to such excess.

   

Conditions Precedent:

Bank’s commitment hereunder to fund the Facility described herein is subject solely to the conditions expressly set forth herein, including:

 

(a)  Prior to closing, Borrower shall have confirmed that Borrower and Secured Guarantor are in material compliance with all securities laws in respect of the going private transaction and delivered to its shareholders all appropriate notices and disclosures.

 

(b)  Execution and delivery of the Agreement and Plan of Merger (“Merger Agreement”), the Limited Guarantee, the Rollover Financing Commitment, the Voting Agreement and the Company Disclosure Letter, each substantially in the form attached hereto as Exhibit B, with such changes thereto as the parties may negotiate that are not adverse to Bank in any material respect.

 

(c)  The conditions to consummation of the merger pursuant to the Merger Agreement shall have been satisfied or, if waivable, waived by the parties thereto.

 

(d)  Execution and delivery of customary Facility documentation reasonably satisfactory to Bank.

 

(e)  Delivery of customary legal opinions relating to Borrower, Secured Guarantor and the Facility.

 

(f)   Evidence that all actions necessary or, in the reasonable opinion of Bank, desirable, to perfect and protect the liens and security interests of Bank have been taken, including entry into account control agreements between Bank and Secured Guarantor.

 

A-2

Asta Finance Acquisition Inc.
CONFIDENTIAL
April 3, 2020

 

 

(g)   Borrower will establish all deposit and cash management accounts with Bank.

 

(h)   Accuracy in all material respects of the representations and warranties of Borrower and Secured Guarantor, as applicable.

 

(i)   Organizational documents for Borrower and Secured Guarantor, together with certificate(s) of good standing, as well as any materials reasonably requested by Bank in accordance with applicable banking laws and regulations in effect from time to time.

 

(j)   All expenses incurred by Bank in connection with the proposed transaction, including without limitation reasonable attorney’s fees of Bank’s counsel, will be paid by Borrower on or prior to closing, and whether or not the Facility closes.

   

Representations and Warranties:

Representations and warranties applicable to the Borrower and Secured Guarantor customary and usual for financings of this type and shall include, without limitation the following (subject to thresholds and/or exceptions to be agreed): existence and legal status; power and authority; non-contravention; authorization and enforceability of the Loan Documents; no conflicts with law, organizational documents or contractual obligations; accuracy and completeness of financial and other information (including pro forma financial information); no material adverse change; compliance with applicable laws and regulations, including ERISA, the PATRIOT Act and OFAC; accuracy and completeness of disclosure; consents and approvals; ownership of property; intellectual property; subsidiaries; taxes; insurance; labor matters; no liens; no litigation; inapplicability of the Investment Company Act of 1940; solvency; no default or event of default; and validity, priority and perfection of liens and security interests in the Collateral.

   

Reporting Covenants:

Notices of defaults, litigation, and such other customary reporting and information as reasonably required by Bank for a facility of this nature.

   

Other Covenants:

Customary for facilities of this nature, including but not limited to (and subject to exceptions to be agreed): (i) restrictions upon indebtedness, liens, further negative pledges, guaranties, mergers, fundamental changes, dispositions of assets, change of control, redemptions, distributions, loans and investments; (ii) maintenance of primary operating accounts with Bank; (iii) visitation and inspection rights for Bank; (iv) approvals and compliance with law; (v) payment of taxes; (vi) maintenance of insurance; (vii) maintenance of properties; (viii) presentation of existence; (ix) compliance with anti-money laundering and anti-terrorism laws; (x) transactions with affiliates; (xi) use of proceeds; (xii) ERISA matters; (xiii) environmental matters; (xiv) further assurances; and (xv) change of primary business, offices or fiscal year.

 

A-3

Asta Finance Acquisition Inc.
CONFIDENTIAL
April 3, 2020

 

Events of Default:

Events of default applicable to Borrower and Secured Guarantor customary and usual for financings of this type, including, without limitation the following (subject to grace periods, thresholds and exceptions satisfactory to Bank): failure to pay principal when due or interest or other amounts when due; breach of representations, warranties or covenants; cross-default and cross-acceleration to material debt; bankruptcy and insolvency events; material judgment defaults; actual or asserted invalidity or impairment of any guarantees or security documents; a change of control (to be defined); occurrence of a material adverse change (to be defined).

   

Documentation:

The definitive loan documentation for the Facility (the “Loan Documents”) shall contain the terms and conditions set forth herein and in the Commitment Letter to which this Term Sheet is attached and such other terms as Borrower and Bank shall agree. The Loan Documents shall be in form and substance reasonably acceptable to Bank and shall contain the terms and conditions set forth in this Term Sheet and, to the extent any terms are not set forth in this Term Sheet, shall otherwise be usual and customary for transactions of this kind in the opinion of (and reasonably acceptable to) Bank. Any permitted subordinated debt must be subject to subordination documentation in form and substance acceptable to Bank.

   

Governing Law:

New York.

   

Expenses and Indemnification:

Borrower will pay Bank’s reasonable legal and other out-of-pocket expenses incurred in connection with the negotiation, preparation, and execution of the legal documentation of the Facility, regardless of whether the transaction is consummated, including but not limited to any required appraisal, collateral audits and reasonable Bank outside counsel legal fees. Documentation shall contain expense and indemnification provisions for the benefit of Bank.

   

USA PATRIOT Act:

Bank hereby notifies you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), Bank may be required to obtain, verify and record information that identifies Borrower and Secured Guarantor, which information includes the name, address, tax identification number and other information regarding Borrower and Secured Guarantor that will allow Bank to identify Borrower and Secured Guarantor in accordance with the Patriot Act. In that connection, Bank may also request corporate formation documents, or other forms of identification, to verify information provided.

   

Miscellaneous:

Waiver of jury trial, consent to New York venue and jurisdiction, and waiver of consequential and punitive damages.

   

Confidentiality:

The negotiations between the parties, this letter and the proposed terms contained herein or otherwise negotiated between the parties and the information provided by Borrower to Bank in the course of such negotiations, are strictly confidential and may not be disclosed by Borrower or Secured Guarantor and their respective shareholders or by Bank other than (i) to their (and to Asta Funding, Inc.’s) respective officers, advisors, board and investment/audit/special committee members, on a need to know basis, or (ii) as required by law, the rules and regulations of the U.S. Securities and Exchange Commission or by stock exchange rules or regulations1 (and, in such case, only to the extent required by law); provided, however, that Bank reserves the right to disclose all documents and information which Bank now has or hereafter may acquire relating to any credit accommodation subject hereto, Borrower or any guarantor or other loan party or their respective business, or any collateral to its affiliates and/or in connection with any assignment or transfer to any participant in the Facility.

 


1 This arrangement will be described in detail in Asta Funding. Inc.’s merger/proxy statement and the related 13e-3 filing.

A-4

Asta Finance Acquisition Inc.
CONFIDENTIAL
April 3, 2020

 

Taxes, Yield Protection and Increased Costs:

The Loan Documents executed in connection with the Facility will contain customary provisions for facilities of this kind, including, without limitation, in respect of tax gross-ups, breakage and redeployment costs, increased costs, funding losses, capital adequacy and illegality.

   

Counsel to Bank:

Otterbourg P.C.

   

Assignments; Participations:

The Loan Documents shall provide that Borrower may not assign its rights or interests with respect to the Facility without the prior written consent of Bank. Bank shall reserve the right to assign its interests in the Facility, and to grant participations in all or any part of the Facility, in its sole discretion.

 

A-5

Asta Finance Acquisition Inc.
CONFIDENTIAL
April [__], 2020

 

EXHIBIT B

forms of merger agreement, Limited Guarantee, Rollover Financing Commitment, Voting Agreement and Company Disclosure Letter

 

 

 

[See attached.]

 

 

 

B-1

Exhibit (c)(2)

 

 

 

ru-lNCOLN INTERNATIONAL CONFIDENTIAL - DRAFT Preliminary Discussion Materials Presentation to: The Special Committee of the Board of Directors of Asta Funding, Inc. December 30, 2019  Sta 

 

 

Disclaimer and Confidentiality Statement This presentation, and any supplemental information (written or oral) or other documents prwided in connection therewith (collectives', the •Materials'), are provided to, and soles' for the information of, the Special Commttee of the Board of Directors (the •aoarff) of the Company (as defined herein) in connection with the Special Committee of the aoarffs consideration of  a Proposed Transaction (as defined herein L This praentation is incomplete without reference to, and should be considered in conjunction wth, any supplemental information provided by  and discussions held with Lincoln Partners Advisors, LLC CLincoInE) in connection therewtm  Any defined terms used hereinshall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the Materials The Materials are for  discussion purposes onbq  Lincoln expressb' disclaims any and all liability which may be based on the Materials and any errors therein or omissions therefrom  The Materials were prepared for specific persons familiar wth the business and affairs of the Company for use in a specific context and were not prepared wth a view toward public  disclosure or to conform with any disclosure standards under any state, federal or international securities or other laws, rug or regulations, and none of the Special Commttee of the  Board, the Company, or Lincoln takes any responsibilty for the use of the Materials by persons other than the Special Committee of the Board and the Compan•y The Materials are  provided on a confidential basis soles' for the information of the Special Commttee of the Board and the Company, other than as described in the Engagement Letter (defined herein), and  may not be disclosed, summarized, reproduced, disseminated, quoted, or otherwise reÉredto, in whole or in part, without Lincoln's express prior written consent  The Materials are nec—sarity based on financial, economic, market, and other conditions as in effect on, and the information available to Lincoln as of, the date of the Materials Although  subsequent developments may affect the contents of the Materials, Lincoln has not undertaken, and is under no obligation, to update, revise, or reaffirm the Materials The Materials are  not intended to provide the sole basis for evaluation of the Proposed Transaction and do not purport to contain all information that may be required to do sm The Materials do not address  the undertying business decision of the Company or any other party to proceed with or effect the Proposed Transactiom The Materials do not constitute any opinion, nor do the Materials  constitute a recommendation to the Special Committee of the Board, the Company, any security holder of the Company, or any other party as to how to vote or act with respect to any  matter relating to the Proposed Transaction or otherwise Lincoln's ons' opinion is the Opinion (asdefined herein), ifany, that isactualb' deliveredto the Special Committee of the Board  The Materials may not reflect information known to other professionals other business areas of Lincoln and its affiliates  The preparation of the Materials was a complex proc—s involving quantitative and qualitative judgments and deter minations with respect to the financial, comparative, and other anatytic  methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial anatysS or  summary descriptiom Furthermore, Lincoln did not attibute any particular weight to any anaysS or factor considered t, but rather made qualitative judgments as to the significance  and relevance of each anatysis and factor Each analytical technique has inherentstrengths and weakness—, and the nature of the available information may further affect the value of  particular techniqu— Accordingty, the anatys— contained in the Materials must be considered as a whole Selecting portions of the anatys—, anatytic methods and factors without  considering all anatyses and factors could create a misleading or incomplete viewt The Materials reflect judgments and assumptions with regard to industry performance, general  business, economic, regulatory, market, financial conditions, and other matters, many of which are beyondthe controlofthe participants in the Proposed Transactiom  Any estimates of value contained in the Materials are not necessarily fidicative of actual value or predictive of future resutts or values, whidl may be significantly more or less favorable  Any anatys— relating to the value of asseÉ, businesses, or securities do not purport to be appraisals or to reflect the prees at whCh any asseÉ, busin—s—, or securities may actually be  The Materials do not constitute a valuation opinion, fairness opinion, or credit The Materials do not address any other terms, aspects, or implications of the Proposed Transaction,  or any agreements, arrangements, or understandings entered into in connection with the Proposed Transaction or otherwisæ Furthermore, the Materials do not addr—s the fairnzs of  any portion or aspect of the Proposed Transaction to any party In preparing the Materials, Lincoln has not conducted any physical inspection or independent appraSaI or evaluation of any of the assets, properties, or liabilities (contingent or otherwise) of the Company or any other party A.,LINCOLN INTERNATIONAL Sta 

 

 

Disclaimer and Confidentiality Statement (cont'd) Except as other-wee noted in the Materials, all budgets, projections, estimates, financial anatys—, reports, and other information with respect to operations (including estimates of potential cost savings and expense reflected in the Materials have been liepared management of the Company CManaaementE) or are derived from such budgeB, projections, —timates, financial anatys—, reports and other information or from other sourc—, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable The budgets, projections and estimates contained in the Materials may or may not be achieved and differenc— between Injected resu& and those actualb' achieved may be material Lincoln has relied upon repr—entations made by Management and other participants in the Proposed Transaction that such budgets, Injections, and estimates have been reasonabty prepared in good faith on bases reflecting the best currents' available estimates and judgments of such management (or, with rapect to information obtained from public sources, repr—ent reasonable estimates), and Lincoln expr—ses no opinion wth respect to such budgets, Injections, or estimates or the assumptions on which they are based Lincoln has assumed and relied upon the accuracy and completeness of the financial and other information provided to, decussed with or reviewed by t without (and without assuming responsibilty for) independent verification of such information, makes no repr—entation or warranty (EKIyess or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other parttipants in the Proposed Transaction that they are not aware of any facts or circumstances that would make such information inaccurate or In addition, Lincoln has relied upon and assumed, without independent verification, that there has been no change in the business, asseÉ, liabilities, financial condition, resu& of operations, cash flows, or licspecÉ of the Company or any other participant in the Proposed Transaction since the respectVe dates of the most recent financial statements and other in formation, financial or otherwise, prodded to, discussed with or reviewed by Lincoln that would be material to ts anatyses, and that the final forms of any draft documents reviewed by Lincoln will not differ in any material respect from such draft documents The Materials do not constitute a commitment by Lincoln or any of ts affiliates to undewrite, for or place any securities, to extend or arrange credit, or to grovide any other services Lincoln provides mergers and acquisitions, restucturing, and other adv—ory servees to clients, which may have in the past included, or may currentb' or in the future include, one or more interested parti— in the Proposed Transaction Clnterested PartiesE), for whCh serves Lincoln has received, and may receive, compensatiom Although Lincoln in the course of such activities and relationships or otherwSe may have acquired, or may in the future acquire, information about one or more Interested Parties or the Proposed Transaction, or that othetwee may be of interest to the Company, Lincoln shall have no obligation to, and may not be contractualty permitted to, disclose such information, or the fact that Lincoln is in possession of such information, to the Company or to usesuch information on the Company's behalf Lincoln and ts affiliates provide a range of investment banking and financial servic— and, in that regard, Lincoln may in the future provide, investment banking and other financial servic—  to the Company or ts respective affiliates, for which Lincoln and our affiliates would expect to receive compensatiom THIS REPORT IS NOT INTENDED TO REPRESENT AND DOES NOT REPRESENT AN OPINION BY LINCOLN. A.,LINCOLN  INTERNATIONAL Sta 

 

 

Table of Contents Section 1 Appendix A Appendix B Appendix C Preliminary Financial Analysis Fully-Diluted Shares Outstanding Asta Trading Analysis Premiums Paid Analysis 5 12 14 17 

 

 

Preliminary Financial Analysis Section 1 

 

 

Proposed Transaction and Lincoln Valuation Methodology Proposed Transaction • It is Lincoln's understanding that the Proposed Transaction involves the offer made by Gary Stern, the Chairman and Chief Executive Officer (the 'CEO") of the Company to acquire the shares of common stock of the Company not owned by tha CEO or his family (tha 'Public Shares" and such holders, to 'Public Shareholders") through a merger transaction in which the Public Shares will be convened into the right to receive cash consideration of SIO_76 par share (the 'Consideration", and such transaction, the 'Proposed Transaction"). Lincoln Valuation Methodology • Lincoln palformed a sum-of-the-pats financial analysis for each of the four primary operating segments of Asta Funding, Inc. ('Asta" or the , including: (i) consumer receivables, (ii) personal injury claims, (iii) social security disability advocacy, and (iv) corporate overhead (each a 'Segment"). For each Segment's discounted cash flow ("DCF") analysis, Lincoln utilized projections provided and prepared by management of the Company (the "Management Projections"), and With respect to corporate overhead projections reflecting certain adjustments as reviewed and approved for Lincoln's use by the Special Committee (the "Adjusted Management Projections"). For each Segment DCF, Lincoln utilized a capital asset pricing model ("CAPM")-derived weighted average cost of capital ("WACC") to discount to present value the future cash flows in each of the Management Projections and the Adjusted Management Projections, respectively. Based on an analysis of the selected public companies and commensurate with the risks related to the Company, a WACC of 11.5% was utilized. • Lincoln's valuation analysis excludes any potential impact ofthe derivative lawsuit filed by Danial Litten in Delaware Chancery Court on November 4, 2019 (the "Derivative Lawsuit"). A.,LINCOLN INTERNATIONAL Sta 

 

 

Lincoln Valuation Methodology (continued) Segment Consumer Receivables Personal Injury Claims Social Security Disability Advocacy Corporate Overhead A.,LINCOLN INTERNATIONAL Entity Palisades Collection, LLC (United States) Palisades Collection, LLC (International: Colombia and Peru) Simia Capital, LLC ('Simia") Sylvave, LLC ('Sylvave") Arthur Funding, LLC ('Allhul GAR Disability Advocates, LLC (GAR") Methodology DCF using Management Projections DCF using Management Projections DCF using Management Projections DCF using Management Projections Selected Public Companies / Transactions Analysis using the Company's investment in Arthur Funding as the basis DCF using Management Projections Selected Public Companies Analysis using GARs FY2019 and estimated FY2020 EBITDA as the basis for Lincoln's valuation DCF using Adjusted Management Projections discussed With and authorized by the Committee; Refer to slide 11 Sta 

 

 

Preliminary Financial Analysis – Equity Value Waterfall at High-End of Lincoln’s Valuation Range Note: Lincoln’s valuation analysis excludes any potential impact of the Derivative LawsuitPreliminary Valuation Summary($ in Thousands, except per share values)Proposed Per ShareValue Per Share (1) Transaction Consideration (1)Liquid Financial AssetsCash And Cash Equivalents (2) $4,308.0 $0.64Investments (3) 8,044.6 1.19Available-For-Sale Securities (3) 56,271.1 8.35Total Liquid Financial Assets $68,623.6 $10.18Segment Enterprise Value (Sum-of-the-Parts Analysis)Consumer Receivables $19,423.0 $2.88Personal Injury Claims 2,559.0 0.38GAR 9,008.0 1.34Corporate Overhead (4) (24,553.0) (3.64)Total Segment Enterprise Value (Rounded) (5) $6,437.0 $0.95Other AssetsPresent Value of NOL Tax Benefits $1,230.5 $0.18Equity Method Investment (Serlefin) (2) (6) 280.0 0.04Settlements Receivable (2) (7) 1,558.0 0.23Other Assets (2) 1,135.0 0.17Total Other Assets $4,203.5 $0.62Preliminary Aggregate Equity Value $79,264.1 $11.76 $72,460.5 $10.75For Reference Only - Value of Public Company Cost Savings (8) $4,272.0 $0.63Preliminary Aggregate Equity Value + Public Company Cost Savings $83,536.1 $12.39Implied Equity Value Multiples2019A Book Value $89,169.0 0.89x 0.81x2019A Tangible Book Value 87,759.0 0.90x 0.83x2019A Earnings 7,175.0 11.0x 10.1x(1) Fully-diluted shares outstanding were calculated using the Treasury Stock Method and the Consideration; see Appendix A for more details(2) As of September 30, 2019, per Company filings(3) Reflects market value as of December 27, 2019(4) Corporate Overhead was calculated using the Adjusted Management Projections through FY2026(5) DCFs and Selected Public Companies Analyses for each Segment were based on the Management Projections(6) Relates to the Company's 49% owned joint venture with Serlefin Peru(7) Relates to a lawsuit filed by the Company against a third-party servicer arising from the servicer's failure to pay certain amounts due under a servicing agreement(8) For illustrative purposes only. Represents the variance in the value of the Corporate Overhead Segment including/excluding public company expenses

 

 

Book Value Methodologies - Balance Sheet as of September 30, 2019 Book Value Calculations – For Illustrative Purposes Note: The analyses presented above are not valuation methodologies, rather analyses presented tothe Special Committee for illustrative purposes($ in Thousands, except per share values)Book ValueTangibleBook ValueOperating AssetsConsumer receivables acquired for liquidation $1,668.0 $1,668.0Investment in personal injury claims, net 5,190.0 5,190.0Due from third party collection agencies and attorneys 596.0 596.0Accounts receivable, net 266.0 266.0Prepaid and income taxes receivable, net 264.0 264.0Furniture and equipment, net 120.0 120.0Total Operating Assets $8,104.0 $8,104.0Operating LiabilitiesAccounts payable and accrued expenses $941.0 $941.0Income taxes payable 575.0 575.0Total Operating Liabilities $1,516.0 $1,516.0Total Stockholders' Equity - Operating $6,588.0 $6,588.0Per Share Value (1) $0.98 $0.98Non-Operating AssetsCash and cash equivalents $4,308.0 $4,308.0Available-for-sale debt securities (at fair value) 56,123.0 56,123.0Investments in equity securities (at fair value) 8,136.0 8,136.0Equity method investment 280.0 280.0Settlement receivable 1,558.0 1,558.0Deferred income taxes 9,631.0 9,631.0Goodwill 1,410.0 0.0Other assets 1,135.0 1,135.0Total Non-Operating Assets $82,581.0 $81,171.0Total Stockholders' Equity - Non-Operating $82,581.0 $81,171.0Per Share Value (1) $12.25 $12.04Total Stockholders' Equity $89,169.0 $87,759.0Per Share Value (1) $13.23 $13.02(1) Fully-diluted shares outstanding were calculated using the Treasury Stock Method and the Consideration; see(1) Appendix A for more details

 

 

Illustrative Perspectives on Potential Negotiation Positions 514.00 511.76 S 12.00 510.00 54. oo 52.00 Lincoh (Includng PubCo Expenæs) 51239 Lincoh (Excludiæ Pino Expenses) 1m pas Consideration of Mr. Stern'sOffer 51±02 Tangbé 3cok V Sue so-Dav vwAP as of 10/30/19 51323 $510.75 5.72 Vail e A.,LINCOLN INTERNATIONAL Source: Company filings, Management Projections Note: October 30, 2019 represents thedate of Mm Stern'soffer; Lincoln'sAnatyses representthe high—endofLincoIn's valuation range; Tangible 300k Value and 300k Value indicationsare for reference ony Sta 

 

 

Corporate Overhead - Management Projections vs. Adjusted Management Projections Following the Special Committee’s review of the Management Projections, the Special Committee instructed Lincoln tomakecertainadjustments to the Company’s projected corporate overhead expenses. The Adjusted Management Projections, as displayed in the above chart, were subsequently reviewed by the Special Committee and approvedforusebyLincoln in its analysis.Source: Management Projections; Special Committee Adjusted Projections7,422.0$6,885.0 $6,899.0 $6,913.0 $6,928.0 $6,944.0 $6,961.0 $7,827.0 $6,095.0 $4,990.0 $4,156.4 $3,556.4 $2,593.3$2,105.1$0.0$1,000.0$2,000.0$3,000.0$4,000.0$5,000.0$6,000.0$7,000.0$8,000.07,422.0$6,885.0 $6,899.0 $6,913.0 $6,928.0 $6,944.0 $6,961.0 $7,827.0 $6,095.0 $4,990.0 $4,156.4 $3,556.4 $2,593.3 $2,105.1 $0.0$1,0 00.0$2,0 00.0$3,0 00.0$4,0 00.0$5,000.0 $6,000.0$7,000.0$8,000.0$9,000.0 Management Projections Adjusted Management ProjectionsFY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026

 

 

Fully-Diluted Shares Outstanding Appendix A 

 

 

Fully-Diluted Shares Outstanding Fully-Diluted Shares Outstanding (1) Shares Outstanding (2) Options Outstanding (3) Fully-Diluted Shares Oustanding (1) Provided by Company Management (2) Shares outstanding as of September 30, 2019 172,749 (3) Dilution from outstanding options was calculated using the Treasury Stock Method and the Consideration A.,LINCOLN INTERNATIONAL Sta 

 

 

Asta Trading Analysis Appendix B

 

 

Asta Trading Analysis Ownership and Common Stock Overview Source: S&P Capital IQ and Company SEC filings “Insiders” in the pie chart above includes the shares of: (i) Ricky Stern, (ii) Gary Stern, (iii) GMS Family Investors LLC, and (iv) Asta Group, Inc. Shareholder Total Shares % of Total Stern, Ricky 1,659,250 25.3% Stern, Gary 1,407,345 21.4% GMS Family Investors LLC 871,500 13.3% Asta Group, Inc. 842,000 12.8% RBF Capital LLC 400,000 6.1% BlackRock, Inc. 278,175 4.2% Dimensional Fund Advisors L.P. 84,845 1.3% Bridgeway Capital Management, Inc. 83,600 1.3% Geode Capital Management, LLC 39,457 0.6% The Vanguard Group, Inc. 32,041 0.5% Top 10 Shareholders 5,698,213 86.8% All Other Shareholders 869,552 13.2% Total Shares Outstanding 6,567,765 100.0% Asta - Common Stock Overview Asta - Historical Daily Trading Volume Stock Price as of December 27, 2019 $10.38 One-Week Average 2,717 Two -Week Average 2,332 One-Month Average 2,543 Stock Price as of December 27, 2018 4.10 % of Shares Outstanding 0.0% % of Shares Outstanding 0.0% % of Shares Outstanding 0.0% Stock Price as of December 27, 2017 7.75 % of Float 0.2% % of Float 0.2% % of Float 0.2% 30-Day Volume Weighted Average Price ("VWAP") $10.37 Two-Month Average 5,666 Six-Month Average 4,439 One-Year Average 5,024 60-Day VWAP 9.95 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% 90-Day VWAP 8.99 % of Float 0.4% % of Float 0.3% % of Float 0.4% 52-Week Average Closing Price $6.79 Two-Year Average 9,371 Three-Year Average 10,905 Four-Year Average 14,029 52-Week High Closing Price 10.43 % of Shares Outstanding 0.1% % of Shares Outstanding 0.2% % of Shares Outstanding 0.2% 52-Week Low Closing Price 4.06 % of Float 0.7% % of Float 0.8% % of Float 1.0% 104-Week Average Closing Price $5.63 Total Shares Outstanding 6,567,765 104-Week High Closing Price 11.25 Public Float Shares 1,365,170 104-Week Low Closing Price 2.85 Public Float % 20.8% Ins iders 72.8% Ins titutional Publ ic and Other 18.7%

 

 

Asta Trading Analysis 2-Year Trading History 514.00  Announcement / Completion  ot $5.30 per share  Special Dividend  512.00  510.00  goo  52.00  source: captai a  A.,LINCOLN  INTERNATIONAL  Gary Stern offer to take  the Company private on October  30, $10.75 per share  Consideration: $10.75  0.25 S  Sta 0.00 0.05 0.10 0.15 0.20 0.25 0.30 0.35 0.40 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 Volume (thousands) Share Price Consideration: $10.75 Announcement / Completion of $5.30 per share Special Dividend Gary Stern offer to take the Company private on Octobe

 

 

Premiums Paid Analysis Appendix C

 

 

Illustrative Premiums Paid Analysis Source: Capital IQ (1) October 30, 2019 represents the date of filing for the Proposed Transaction  Premiums Paid Analysis Stock Price Premium (Median) Criteria Number of Transactions 1-Day Prior (%) 1-Week Prior (%) 1-Month Prior (%) All Diversified Financials Deals 41 20.7% 27.6% 21.5% All Deals with Enterprise Value < $500 million 217 17.8% 20.0% 18.8% All United States Deals 28 30.2% 31.6% 37.2% All Deals with Majority Shareholder Purchasing Remaining Shares 367 17.2% 18.8% 19.5% Asta - Stock Price as of October 30, 2019 (1) $6.79 $6.70 $7.00 Proposed Transaction @ $10.75 58.3% 60.4% 53.6% Asta - 1-Year Trailing VWAP as of October 30, 2019 (1) $5.77 Proposed Transaction @ $10.75 86.5% Asta - Stock Price as of December 27, 2019 $10.35 $10.38 $10.37 Proposed Transaction @ $10.75 3.9% 3.6% 3.7% Asta - 1-Year Trailing VWAP as of December 27, 2019 $6.80 Proposed Transaction @ $10.75 53.1% Notes: Data excludes negative premiums, includes only announced, effective, and closed deals over the prior five years, and includes Notes: transactions with a majority shareholder purchasing remaining shares

 

Exhibit (c)(3)

 

CONFIDENTIAL - DRAFT Preliminary Valuation Analysis Presentation to: The Special Committee of the Board of Directors of Asta Funding, Inc. January 16, 2020

 

 

Disclaimer and Confidentiality Statement This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “Materials”), are provided to, and solely for the information of, the Committee (as defined herein) of the Company (as defined herein) in connection with the Committee’s consideration of a Proposed Transaction (as defined herein). This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions held with Lincoln (as defined herein) in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the Materials. The Materials are for discussion purposes only. Lincoln expressly disclaims any and all liability which may be based on the Materials and any errors therein or omissions therefrom. The Materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view toward public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, the Company, or Lincoln takes any responsibility for the use of the Materials by persons other than the Committee and the Company. The Materials are provided on a confidential basis solely for the information of the Committee and the Company, other than as described in the engagement letter between Lincoln and the Company, dated November 25, 2019 (the “Engagement Letter”), and may not be disclosed, summarized, reproduced, disseminated, quoted, or otherwise referred to, in whole or in part, without Lincoln’s express prior written consent. The Materials are necessarily based on financial, economic, market, and other conditions as in effect on, and the information available to Lincoln as of, the date of the Materials. Although subsequent developments may affect the contents of the Materials, Lincoln has not undertaken, and is under no obligation, to update, revise, or reaffirm the Materials. The Materials are not intended to provide the sole basis for evaluation of the Proposed Transaction and do not purport to contain all information that may be required to do so. The Materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Proposed Transaction. The Materials do not constitute any opinion, nor do the Materials constitute a recommendation to the Committee, the Company, any security holder of the Company, or any other party as to how to vote or act with respect to any matter relating to the Proposed Transaction or otherwise. Lincoln’s only opinion is the Opinion (as defined herein), if any, that is actually delivered to the Committee. The Materials may not reflect information known to other professionals in other business areas of Lincoln and its affiliates. The preparation of the Materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative, and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Lincoln did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the Materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The Materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market, financial conditions, and other matters, many of which are beyond the control of the participants in the Proposed Transaction. Any estimates of value contained in the Materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses, or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses, or securities may actually be sold. The Materials do not constitute a fairness opinion, solvency opinion, valuation opinion, credit rating, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. The Materials do not address any other terms, aspects, or implications of the Proposed Transaction, or any agreements, arrangements, or understandings entered into in connection with the Proposed Transaction or otherwise. Furthermore, the Materials do not address the fairness of any portion or aspect of the Proposed Transaction to any party. In preparing the Materials, Lincoln has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties, or liabilities (contingent or otherwise) of the Company or any other party.

 

 

Disclaimer and Confidentiality Statement (cont’d) Except as otherwise noted in the Materials, all budgets, projections, estimates, financial analyses, reports, and other information with respect to operations (including estimates of potential cost savings and expenses) reflected in the Materials have been prepared by management of the Company (“Management”) or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates contained in the Materials may or may not be achieved and differences between projected results and those actually achieved may be material. Lincoln has relied upon representations made by Management and other participants in the Proposed Transaction that such budgets, projections, and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Lincoln expresses no opinion with respect to such budgets, projections, or estimates or the assumptions on which they are based. Lincoln has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other participants in the Proposed Transaction that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Lincoln has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows, or prospects of the Company or any other participant in the Proposed Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to, discussed with or reviewed by Lincoln that would be material to its analyses, and that the final forms of any draft documents reviewed by Lincoln will not differ in any material respect from such draft documents. The Materials do not constitute a commitment by Lincoln or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. Lincoln provides mergers and acquisitions, restructuring, and other advisory services to clients, which may have in the past included, or may currently or in the future include, one or more interested parties to the Proposed Transaction (each an “Interested Party”), for which services Lincoln has received, and may receive, compensation. Although Lincoln in the course of such activities and relationships or otherwise may have acquired, or may in the future acquire, information about one or more Interested Parties or the Proposed Transaction, or that otherwise may be of interest to the Company, Lincoln shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that Lincoln is in possession of such information, to the Company or to use such information on the Company’s behalf. Lincoln and its affiliates provide a range of investment banking and financial services and, in that regard, Lincoln may in the future provide, investment banking and other financial services to the Company or its respective affiliates, for which Lincoln and our affiliates would expect to receive compensation. THIS REPORT IS NOT INTENDED TO REPRESENT AND DOES NOT REPRESENT AN OPINION BY LINCOLN.

 

 

Table of Contents Section 1 Executive Summary 5 Section 2 Summary of Key Changes from December 30, 2019 Presentation 11 Section 3 Preliminary Valuation Analysis – Consumer Receivables 18 Section 4 Preliminary Valuation Analysis – Personal Injury Claims 22 Section 5 Preliminary Valuation Analysis – GAR 29 Section 6 Preliminary Valuation Analysis – Corporate Overhead 35 Appendix A Valuation Support 41 Appendix B Fully-Diluted Shares Outstanding 49 Appendix C Asta Trading Analysis 51 Appendix D Illustrative Premiums Paid Analysis 54 Appendix E Illustrative Minority Shareholder Consideration Sensitivities 56

 

 

Executive Summary Section 1

 

 

Executive Summary Engagement Overview, Proposed Transaction, and Determinations Engagement Overview Lincoln International LLC (“Lincoln”) has been engaged to serve as financial advisor to the Special Committee of the Board of Directors (the “Committee”) of Asta Funding, Inc. (“Asta” or the “Company”) to (i) provide customary financial and valuation advisory services to the Committee to assist it in evaluating and, if requested by the Committee, negotiating the Proposed Transaction (as described below), and (ii) upon request by the Committee, render to it a written opinion, as described below. Proposed Transaction It is Lincoln’s understanding that the Proposed Transaction involves the offer made by Gary Stern, the Chairman and Chief Executive Officer (the “CEO”) of the Company to acquire the shares of common stock of the Company not owned by the CEO or his family (the “Public Shares” and such holders, the “Public Shareholders”) through a merger transaction in which the Public Shares will be converted into the right to receive cash consideration of [$11.00] per share (the “Consideration”, and such transaction, the “Proposed Transaction”). The Opinion Upon request by the Committee, Lincoln will render a written opinion (the “Opinion”) as to whether the Consideration to be received by the Public Shareholders in connection with the Proposed Transaction is fair, from a financial point of view, to the Public Shareholders. Source: Mr. Stern’s proposal to the Board as of October 30, 2019; as verbally increased to [$11.00] per share on a Source: telephonic call with Mr. Stern and the Chairman of the Special Committee on December 31, 2019

 

 

Executive Summary Descriptions of the Three Sets of Projections “Original Management Projections” Represents the projections prepared and provided by Management of the Company to Lincoln on December 9, 2019. “Management Projections” Represents the projections prepared and provided by Management of the Company to Lincoln on January 6, 2020. “Adjusted Management Projections” Represents the projections prepared and provided by Management of the Company to Lincoln, and with respect to corporate overhead expense projections, reflecting certain adjustments as reviewed and approved for Lincoln’s use by the Special Committee on January 13, 2020.

 

 

Executive Summary Lincoln Valuation Methodology Lincoln performed a sum-of-the-parts financial analysis for each of the four primary operating segments of Asta: (i) consumer receivables, (ii) personal injury claims, (iii) social security disability advocacy, and (iv) corporate overhead (each a “Segment”, and collectively, the “Segments”). Segment    Entity    Valuation Methodology Consumer Receivables Palisades Collection, LLC (United States) Discounted cash flow analysis (“DCF”) using the Management Projections Palisades Collection, LLC (International: Colombia and Peru) DCF using the Management Projections Personal Injury Claims Simia Capital, LLC (“Simia”) DCF using the Management Projections Sylvave, LLC (“Sylvave”) DCF using the Management Projections Arthur Funding, LLC (“Arthur Funding”) Selected Public Companies / M&A Transactions Analysis using the Company’s investment in Arthur Funding as the basis Social Security Disability Advocacy GAR Disability Advocates, LLC (“GAR”) DCF using the Management Projections Selected Public Companies Analysis using GAR’s FY2019PF EBITDA as the basis for Lincoln’s preliminary valuation Corporate Overhead DCF using the Adjusted Management Projections discussed with and authorized by the Committee; see Section 6 for more details. For each Segment’s DCF analysis, Lincoln utilized the Management Projections, and with respect to corporate overhead, the Adjusted Management Projections, and a capital asset pricing model (“CAPM”)-derived weighted average cost of capital (“WACC”) to discount to present value the future cash flows in each of the Management Projections and the Adjusted Management Projections, respectively. Based on an analysis of the selected public companies used in Lincoln’s preliminary analysis and commensurate with the risks related to the Company and each of its Segments, Lincoln used a WACC range of 11.5% to 16.5%.

 

 

Executive Summary Preliminary Valuation Summary Notes: Lincoln’s valuation analysis excludes any potential impact of the derivative lawsuit filed by Daniel Litten in Notes: Delaware Chancery Court on November 4, 2019 (the “Derivative Lawsuit”); Notes: Proposed Transaction Aggregate Equity Value was implied from the Consideration and the midpoint of Notes: Lincoln’s fully-diluted shares outstanding Preliminary Valuation Summary ($ in Thousands, except per share values) Proposed Low Mid High Transaction Liquid Financial Assets Cash And Cash Equivalents (2) $4,308.0 $4,308.0 $4,308.0 Investments (3) 8,071.5 8,071.5 8,071.5 Available-For-Sale Securities (3) 56,279.9 56,279.9 56,279.9 A Total Liquid Financial Assets $68,659.4 $68,659.4 $68,659.4 Segment Enterprise Value (Sum-of-the-Parts Analysis) Consumer Receivables $16,800.0 $17,400.0 $18,000.0 Personal Injury Claims 2,245.0 2,376.0 2,456.0 GAR 5,000.0 5,950.0 7,250.0 Corporate Overhead (4) (22,700.0) (23,700.0) (24,800.0) B Total Segment Enterprise Value $1,345.0 $2,026.0 $2,906.0 Other Assets Present Value of NOL Tax Benefits $0.1 $0.1 $0.1 Equity Method Investment (Serlefin) (2) (5) 280.0 280.0 280.0 Settlements Receivable (2) (6) 1,558.0 1,558.0 1,558.0 Other Assets (2) (7) 389.0 389.0 389.0 C Total Other Assets $2,227.1 $2,227.1 $2,227.1 D = A + B + C Aggregate Equity Value $72,231.4 $72,912.5 $73,792.5 $74,179.1 E Fully-Diluted Shares Outstanding (1) 6,738,789 6,743,555 6,749,593 6,743,555 F = D / E Value Per Share $10.72 $10.81 $10.93 $11.00 Implied Aggregate Equity Value Multiples 2019A Book Value $89,169.0 0.81x 0.82x 0.83x 0.83x 2019A Tangible Book Value 87,759.0 0.82x 0.83x 0.84x 0.85x 2019A Earnings 7,175.0 10.1x 10.2x 10.3x 10.3x (1) Fully-diluted shares outstanding were calculated using the Treasury Stock Method and Lincoln's range of Value Per Share; see Appendix B for additional details (2) As of September 30, 2019, per Company filings (3) Reflects market value as of January 15, 2020 (4) Corporate Overhead was calculated using the Adjusted Management Projections through FY2026; see Section 6 for additional details (5) Relates to the Company's 49% owned joint venture with Serlefin Peru (6) Relates to a lawsuit filed by the Company against a third-party servicer arising from the servicer's failure to pay certain amounts due under a servicing agreement (7) Other Assets consists of (i) a Republic Bank Deposit of $215,000 and (ii) a Loan to Serlefin of $174,000

 

 

Executive Summary Book Value Reconciliation Book Value Reconciliation - Balance Sheet as of September 30, 2019 ($ in Thousands, except per share values) Book Value Tangible Book Value Lincoln Midpoint Valuation Analysis Operating Assets Consumer receivables acquired for liquidation $1,668.0 $1,668.0 Investment in personal injury claims, net 5,190.0 5,190.0 Due from third party collection agencies and attorneys 596.0 596.0 Accounts receivable, net 266.0 266.0 Prepaid and income taxes receivable, net 264.0 264.0 Furniture and equipment, net 120.0 120.0 Goodwill 1,410.0 0.0 Other Assets 746.0 746.0 A Total Operating Assets $10,260.0 $8,850.0 Operating Liabilities Accounts payable and accrued expenses $941.0 $941.0 Income taxes payable 575.0 575.0 B Total Operating Liabilities $1,516.0 $1,516.0 C = A - B Total Stockholders' Equity - Operating $8,744.0 $7,334.0 $2,026.0 Per Share Amount (1) $1.30 $1.09 $0.30 Non-Operating Assets Cash and cash equivalents $4,308.0 $4,308.0 $4,308.0 Available-for-sale debt securities (at fair value) 56,123.0 56,123.0 56,279.9 Investments in equity securities (at fair value) 8,136.0 8,136.0 8,071.5 Equity method investment 280.0 280.0 280.0 Settlement receivable 1,558.0 1,558.0 1,558.0 Deferred income taxes 9,631.0 9,631.0 0.1 Other assets 389.0 389.0 389.0 D Total Non-Operating Assets $80,425.0 $80,425.0 $70,886.5 Total Stockholders' Equity - Non-Operating $80,425.0 $80,425.0 $70,886.5 Per Share Amount (1) $11.93 $11.93 $10.51 E = C + D Total Stockholders' Equity $89,169.0 $87,759.0 $72,912.5 Per Share Amount (1) $13.22 $13.01 $10.81 (1) Fully-diluted shares outstanding of 6,743,555 were calculated using the Treasury Stock Method and Lincoln's midpoint per share value; see (1) Appendix B for additional details

 

 

Summary of Key Changes from December 30, 2019 Presentation Section 2

 

 

Summary of Key Changes from December 30, 2019 Presentation Historical and Projected Financial Statements – Comparison of Management Projections $20,000.0 $15,000.0 $10,000.0 $5,000.0 $0.0 (5,000.0) (10,000.0) $14,390.0 $12,512.0 $11,260.0 $10,365.0 $9,558.0 $8,450.0 $7,911.0 $13,142.0 $11,840.0 $10,368.0 $9,656.0 $9,040.0 $8,071.0 $7,628.0 $915.0 ($1,256.0) ($2,216.0) ($2,912.0) ($4,021.0) ($4,572.0) $1.0 ($414.0) ($1,917.0) ($2,720.0) ($3,250.0) ($4,246.0) ($4,745.0) $1.0 $0.9 $0.7 $0.6 $0.5 $0.4 $0.3

 

 

Summary of Key Changes from December 30, 2019 Presentation Historical and Projected Financial Statements – Original Management Projections Source: Original Management Projections, as provided to Lincoln by Management on December 9, 2019 Historical and Projected Financial Statements - Original Management Projections ($ in Thousands) Fiscal Year Ended September 30, 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P Consumer Receivables $15,863.0 $14,050.0 $9,106.0 $7,161.0 $5,858.0 $4,743.0 $3,860.0 $2,671.0 $2,051.0 Personal Injury Claims Funding 1,754.0 2,202.0 84.0 151.0 202.0 422.0 498.0 579.0 660.0 GAR 4,598.0 4,861.0 5,200.0 5,200.0 5,200.0 5,200.0 5,200.0 5,200.0 5,200.0 Total Revenue $22,215.0 $21,113.0 $14,390.0 $12,512.0 $11,260.0 $10,365.0 $9,558.0 $8,450.0 $7,911.0 Growth NA (5.0%) (31.8%) (13.1%) (10.0%) (7.9%) (7.8%) (11.6%) (6.4%) (+) Other Income (1) 4,179.0 706.0 115.0 27.0 5.0 5.0 5.0 5.0 5.0 Total Income $26,394.0 $21,819.0 $14,505.0 $12,539.0 $11,265.0 $10,370.0 $9,563.0 $8,455.0 $7,916.0 (-) General & Admini s trative Expenses (5,774.0) (5,385.0) (6,082.0) (5,622.0) (5,602.0) (5,653.0) (5,527.0) (5,512.0) (5,527.0) EBITDA (Pre-Corporate Overhead) $20,620.0 $16,434.0 $8,423.0 $6,917.0 $5,663.0 $4,717.0 $4,036.0 $2,943.0 $2,389.0 Growth NA (20.3%) (48.7%) (17.9%) (18.1%) (16.7%) (14.4%) (27.1%) (18.8%) Margin 78.1% 75.3% 58.1% 55.2% 50.3% 45.5% 42.2% 34.8% 30.2% (-) Corporate Overhead (9,311.0) (7,895.0) (7,508.0) (6,913.0) (6,919.0) (6,933.0) (6,948.0) (6,964.0) (6,961.0) Growth NA (15.2%) (4.9%) (7.9%) 0.1% 0.2% 0.2% 0.2% (0.0%) EBITDA (Pos t-Corporate Overhead) $11,309.0 $8,539.0 $915.0 $4.0 ($1,256.0) ($2,216.0) ($2,912.0) ($4,021.0) ($4,572.0) Growth NA (24.5%) (89.3%) (99.6%) NM NM NM NM NM Margin 42.8% 39.1% 6.3% 0.0% (11.1%) (21.4%) (30.5%) (47.6%) (57.8%) (1) Excludes interes t income attributable to U.S. Treasuries

 

 

Summary of Key Changes from December 30, 2019 Presentation Historical and Projected Financial Statements – Management Projections Historical and Projected Financial Statements - Management Projections ($ in Thousands) Fiscal Year Ended September 30, 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P Consumer Receivables $15,863.0 $14,050.0 $9,106.0 $7,161.0 $5,624.0 $4,601.0 $3,816.0 $2,671.0 $2,051.0 Personal Injury Claims Funding 1,754.0 2,202.0 84.0 151.0 202.0 422.0 498.0 579.0 660.0 GAR 4,598.0 4,861.0 3,952.0 4,528.0 4,542.0 4,633.0 4,726.0 4,821.0 4,917.0 Total Revenue $22,215.0 $21,113.0 $13,142.0 $11,840.0 $10,368.0 $9,656.0 $9,040.0 $8,071.0 $7,628.0 Growth NA (5.0%) (37.8%) (9.9%) (12.4%) (6.9%) (6.4%) (10.7%) (5.5%) (+) Other Income (1) 4,179.0 862.0 115.0 27.0 5.0 5.0 5.0 5.0 5.0 Total Income $26,394.0 $21,975.0 $13,257.0 $11,867.0 $10,373.0 $9,661.0 $9,045.0 $8,076.0 $7,633.0 (-) General & Admini s trative Expenses (5,774.0) (5,537.0) (5,834.0) (5,396.0) (5,391.0) (5,468.0) (5,367.0) (5,378.0) (5,417.0) EBITDA (Pre-Corporate Overhead) $20,620.0 $16,438.0 $7,423.0 $6,471.0 $4,982.0 $4,193.0 $3,678.0 $2,698.0 $2,216.0 Growth NA (20.3%) (54.8%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) Margin 78.1% 74.8% 56.0% 54.5% 48.0% 43.4% 40.7% 33.4% 29.0% (-) Corporate Overhead (9,292.0) (7,831.0) (7,422.0) (6,885.0) (6,899.0) (6,913.0) (6,928.0) (6,944.0) (6,961.0) Growth NA (15.7%) (5.2%) (7.2%) 0.2% 0.2% 0.2% 0.2% 0.2% EBITDA (Pos t-Corporate Overhead) $11,328.0 $8,607.0 $1.0 ($414.0) ($1,917.0) ($2,720.0) ($3,250.0) ($4,246.0) ($4,745.0) Growth NA (24.0%) (100.0%) NM NM NM NM NM NM Margin 42.9% 39.2% 0.0% (3.5%) (18.5%) (28.2%) (35.9%) (52.6%) (62.2%) (1) Excludes interes t income attributable to U.S. Treasuries Source: Management Projections, as provided to Lincoln by Management on January 6, 2020

 

 

Summary of Key Changes from December 30, 2019 Presentation Historical and Projected Financial Statements – Adjusted Management Projections Historical and Projected Financial Statements - Adjusted Management Projections ($ in Thousands) Fiscal Year Ended September 30, 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P Consumer Receivables $15,863.0 $14,050.0 $9,106.0 $7,161.0 $5,624.0 $4,601.0 $3,816.0 $2,671.0 $2,051.0 Personal Injury Claims Funding 1,754.0 2,202.0 84.0 151.0 202.0 422.0 498.0 579.0 660.0 GAR 4,598.0 4,861.0 3,952.0 4,528.0 4,542.0 4,633.0 4,726.0 4,821.0 4,917.0 Total Revenue $22,215.0 $21,113.0 $13,142.0 $11,840.0 $10,368.0 $9,656.0 $9,040.0 $8,071.0 $7,628.0 Growth NA (5.0%) (37.8%) (9.9%) (12.4%) (6.9%) (6.4%) (10.7%) (5.5%) (+) Other Income (1) 4,179.0 862.0 115.0 27.0 5.0 5.0 5.0 5.0 5.0 Total Income $26,394.0 $21,975.0 $13,257.0 $11,867.0 $10,373.0 $9,661.0 $9,045.0 $8,076.0 $7,633.0 (-) General & Admini s trative Expenses (5,774.0) (5,537.0) (5,834.0) (5,396.0) (5,391.0) (5,468.0) (5,367.0) (5,378.0) (5,417.0) EBITDA (Pre-Corporate Overhead) $20,620.0 $16,438.0 $7,423.0 $6,471.0 $4,982.0 $4,193.0 $3,678.0 $2,698.0 $2,216.0 Growth NA (20.3%) (54.8%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) Margin 78.1% 74.8% 56.0% 54.5% 48.0% 43.4% 40.7% 33.4% 29.0% (-) Corporate Overhead (9,292.0) (7,831.0) (7,422.0) (6,470.1) (4,981.3) (4,192.4) (3,677.5) (2,697.6) (2,215.7) Growth NA (15.7%) (5.2%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) EBITDA (Pos t-Corporate Overhead) $11,328.0 $8,607.0 $1.0 $0.9 $0.7 $0.6 $0.5 $0.4 $0.3 Growth NA (24.0%) (100.0%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) Margin 42.9% 39.2% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% (1) Excludes interes t income attributable to U.S. Treasuries Source: Adjusted Management Projections, as provided to the Special Committee by Lincoln on January 13, 2020

 

 

Summary of Key Changes from December 30, 2019 Presentation Source: Management Projections and Adjusted Management Projections Notes: Value (Prior) and Value (Current) represent the high-end of Lincoln’s preliminary valuation range Preliminary Valuation Summary - Variance to Prior Analysis ($ in Thousands, except per share values) High-End Value High-End Value Per Share Per Share (Prior) (Current) Variance (Prior) (Current) Variance Liquid Financial Assets Cash And Cash Equivalents (2) $4,308.0 $4,308.0 $0.0 $0.64 $0.64 ($0.00) Investments (3) 8,044.6 8,071.5 27.0 1.19 1.20 0.00 Available-For-Sale Securities (3) 56,271.1 56,279.9 8.8 8.35 8.34 (0.01) A Total Liquid Financial Assets $68,623.6 $68,659.4 $35.8 $10.18 $10.17 ($0.01) Segment Enterprise Value (Sum-of-the-Parts Analysis) Consumer Receivables $19,423.0 $18,000.0 ($1,423.0) $2.88 $2.67 ($0.21) Personal Injury Claims 2,559.0 2,456.0 (103.0) 0.38 0.36 (0.02) GAR 9,008.0 7,250.0 (1,758.0) 1.34 1.07 (0.26) Corporate Overhead (4) (24,553.0) (24,800.0) (247.0) (3.64) (3.67) (0.03) B Total Segment Enterprise Value $6,437.0 $2,906.0 ($3,531.0) $0.95 $0.43 ($0.52) Other Assets Present Value of NOL Tax Benefits $1,230.5 $0.1 ($1,230.4) $0.18 $0.00 ($0.18) Equity Method Investment (Serlefin) (2) (5) 280.0 280.0 0.0 0.04 0.04 (0.00) Settlements Receivable (2) (6) 1,558.0 1,558.0 0.0 0.23 0.23 (0.00) Other Assets (2) 1,135.0 389.0 (746.0) 0.17 0.06 (0.11) C Total Other Assets $4,203.5 $2,227.1 ($1,976.4) $0.62 $0.33 ($0.29) D = A + B + C Aggregate Equity Value $79,264.1 $73,792.5 ($5,471.6) $11.76 $10.93 ($0.83) Fully-Diluted Shares Outstanding (1) 6,740,514 6,749,703 Value Per Share $11.76 $10.93 Implied Equity Value Multiples 2019A Book Value $89,169.0 0.89x 0.83x 2019A Tangible Book Value 87,759.0 0.90x 0.84x 2019A As Reported Net Income 7,175.0 11.0x 10.3x (1) Fully-diluted shares outstanding of 6,740,514 and 6,749,703, respectively were calculated using the Treasury Stock Method and Lincoln's Value Per Share; see Appendix B for additional details (2) As of September 30, 2019, per Company filings (3) Reflects market value as of December 27, 2019 and January 15, 2020, respectively (4) Corporate Overhead was calculated using the Adjusted Management Projections through FY2026; see Section 6 for additional details (5) Relates to the Company's 49% owned joint venture with Serlefin Peru (6) Relates to a lawsuit filed by the Company against a third-party servicer arising from the servicer's failure to pay certain amounts due under a servicing agreement

 

 

Summary of Key Changes from December 30, 2019 Presentation Investments and Available-For-Sale Securities: Updated publicly-traded securities with market prices as of January 10, 2020. Segment Enterprise Values: Consumer Receivables: Incorporated the current Management Projections, in which Management corrected for a double counting of a portion of finance income vs. the Original Management Projections, which was already being accounted for as cash collections beyond FY2021. In addition, Lincoln allocated several accounts previously classified as “Other Assets” to working capital; Personal Injury Claims: Incorporated the latest Arthur Funding portfolio details through December 31, 2019, and updated Lincoln’s price / book value multiples range from 0.75x - 1.00x to 1.00x - 1.25x; GAR: Incorporated the current Management Projections, as provided by Management. Lincoln updated its EBITDA multiple selection from 4.5x – 5.5x to 4.0x – 5.5x. Lincoln also made pro forma adjustments to the FY2019 EBITDA to account for (i) the full amount of the GAR President’s salary of $330,000 (an incremental $220,000 vs. the Management Projections), as he is solely dedicated to GAR, per Management, and (ii) to remove the impact of Five Star cash collections, which is currently being wound down; allocated several accounts previously classified as “Other Assets” to working capital; and Corporate Overhead: Allocated several accounts previously classified as “Other Assets” to working capital. Minor changes to the Adjusted Management Projections, due to the incorporation of the current Management Projections. NOL Tax Benefits: Lower NOL value due to de minimis consolidated income throughout the forecast period as a result of the updated Management Projections. Other Assets: Allocated several accounts previously classified as “Other Assets” to the working capital balances of the applicable Segment. Fully-Diluted Shares Outstanding: Updated the Treasury Stock Method calculations, using Lincoln’s range of per share values; See Appendix B for more details. Source: Original Management Projections; Management Projections; Adjusted Management Projections; Market data Source: as of January 10, 2020; Company Management

 

 

Preliminary Valuation Analysis – Consumer Receivables Section 3

 

 

Preliminary Valuation Analysis – Consumer Receivables Historical and Projected Financial Statements Historical and Projected Financial Performance - Consumer Receivables ($ in Thousands) Management Projections Long-Term Projections '19A - '28P '20P - '28P FY Ending September 30, 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P CAGR Avg. Finance Income $15,863.0 $14,050.0 $9,106.0 $7,161.0 $5,624.0 $4,601.0 $3,816.0 $2,671.0 $2,051.0 $1,640.8 $1,312.6 (23.2%) Other Income $4,077.0 $773.0 $115.0 $27.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 (42.9%) Total Revenue $19,940.0 $14,823.0 $9,221.0 $7,188.0 $5,629.0 $4,606.0 $3,821.0 $2,676.0 $2,056.0 $1,645.8 $1,317.6 (23.6%) Growth NA (25.7%) (37.8%) (22.0%) (21.7%) (18.2%) (17.0%) (30.0%) (23.2%) (20.0%) (19.9%) (-) Total Operating Expenses ($1,722.0) ($2,155.0) ($1,289.0) ($1,231.0) ($1,185.0) ($1,154.0) ($1,130.0) ($1,096.0) ($1,078.0) ($1,078.0) ($1,078.0) (7.4%) EBITDA $18,218.0 $12,668.0 $7,932.0 $5,957.0 $4,444.0 $3,452.0 $2,691.0 $1,580.0 $978.0 $567.8 $239.6 (35.7%) Margin 91.4% 85.5% 86.0% 82.9% 78.9% 74.9% 70.4% 59.0% 47.6% 34.5% 18.2% 61.4% Growth NA (30.5%) (37.4%) (24.9%) (25.4%) (22.3%) (22.0%) (41.3%) (38.1%) (41.9%) (57.8%) Net Working Capital $4,504.0 $2,264.0 $1,341.0 $549.0 $285.0 $125.0 $66.0 $45.0 $35.0 $29.6 $25.3 (39.3%) as a % of Total Revenue 22.6% 15.3% 14.5% 7.6% 5.1% 2.7% 1.7% 1.7% 1.7% 1.8% 1.9% 4.3% Source: Management Projections Note: Net Working Capital includes (i) changes in operating assets and liabilities and (ii) principal collections from both Note: the U.S. and international consumer receivables portfolios

 

 

Preliminary Valuation Analysis – Consumer Receivables DCF Analysis - Key Assumptions As part of its preliminary valuation analysis, Lincoln performed a DCF utilizing the Management Projections for the fiscal years (“FY”) ended September 30, 2020 through September 30, 2026. Based on discussions with Management, there have not been any new consumer receivable portfolio purchases in several years, and there are no plans to restart consumer receivable portfolio purchases in the near future for either the domestic or international operations of the Company’s Consumer Receivables Segment. For the purposes of Lincoln’s preliminary analysis, and based on discussions with Management, Lincoln assumed that Consumer Receivables portfolio would be liquidated at the end of FY2028, after which point the Segment is projected to become unprofitable on a standalone EBITDA basis. As such, no terminal value was contemplated in Lincoln’s DCF analysis. The following is a summary of the key assumptions used in the DCF analysis, extrapolated through FY2028, based on discussions with Management, for the Company’s Consumer Receivables Segment: Total revenue and EBITDA are projected to decrease at a CAGR of 23.6% and 35.7%, respectively, over the FY2019 through FY2028 period; The Company’s Consumer Receivables Segment EBITDA margin is projected to decline from 85.5% in FY2019 to 18.2% in FY2028; Given the run-off nature of the portfolio, Lincoln assumed that the Company’s Consumer Receivables Segment would be liquidated at the end of FY2028, after which point the Segment is projected to become unprofitable on a standalone EBITDA basis; Net working capital, calculated on a cash-free, debt-free basis, and including principal collections on each of the U.S. and international consumer receivable portfolios, averages 4.3% of Segment revenue over the FY2020 through FY2028 period; Lincoln utilized a tax rate of 28.1%, per Management; and The resulting discrete cash flows were discounted at a WACC range of 11.5% to 16.5%. Source: Management Projections Notes: DCF analysis does not contain a terminal value as the Consumer Receivables Segment is assumed to cease Notes: operations at FY2028, after which point it is projected to become unprofitable on a standalone EBITDA basis. Notes: Net Working Capital includes changes in operating assets and liabilities and principal collection from both the Notes: U.S. and international consumer receivables portfolios

 

 

Preliminary Valuation Analysis – Consumer Receivables DCF Analysis - Summary DCF Analysis - Consumer Receivables ($ in Thousands) Management Projections Long-Term Projections '19A - '28P '20P - '28P FY Ending September 30, 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P CAGR Avg. Total Revenue $14,823.0 $9,221.0 $7,188.0 $5,629.0 $4,606.0 $3,821.0 $2,676.0 $2,056.0 $1,645.8 $1,317.6 (23.6%) % Growth (25.7%) (37.8%) (22.0%) (21.7%) (18.2%) (17.0%) (30.0%) (23.2%) (20.0%) (19.9%) EBITDA $12,668.0 $7,932.0 $5,957.0 $4,444.0 $3,452.0 $2,691.0 $1,580.0 $978.0 $567.8 $239.6 (35.7%) % Margin 85.5% 86.0% 82.9% 78.9% 74.9% 70.4% 59.0% 47.6% 34.5% 18.2% 61.4% % Growth (30.5%) (37.4%) (24.9%) (25.4%) (22.3%) (22.0%) (41.3%) (38.1%) (41.9%) (57.8%) EBIT $7,932.0 $5,957.0 $4,444.0 $3,452.0 $2,691.0 $1,580.0 $978.0 $567.8 $239.6 (-) Pro Forma Taxes @ 28.1% (2,229.7) (1,674.5) (1,249.2) (970.4) (756.4) (444.1) (274.9) (159.6) (67.4) NOPAT $5,702.3 $4,282.5 $3,194.8 $2,481.6 $1,934.6 $1,135.9 $703.1 $408.2 $172.3 (+/-) Net Working Capital 923.0 792.0 264.0 160.0 59.0 21.0 10.0 5.4 4.3 Free Cash Flow $6,625.3 $5,074.5 $3,458.8 $2,641.6 $1,993.6 $1,156.9 $713.1 $413.6 $176.6 Discount Period 0.21 1.21 2.21 3.21 4.21 5.21 6.21 7.21 8.21 Discount Factor @ 14.00% 0.9727 0.8533 0.7485 0.6566 0.5759 0.5052 0.4432 0.3887 0.3410 Present Value of Unlevered Free Cash Flow $6,444.6 $4,329.9 $2,588.8 $1,734.4 $1,148.1 $584.4 $316.0 $160.8 $60.2 Enterprise Value Low Mid High WACC 16.50% 14.00% 11.50% Present Value of Discrete Cash Flows $16,751.9 $17,367.2 $18,043.9 Indicated Enterprise Value (Rounded) $16,800.0 $17,400.0 $18,000.0 Source: Management Projections Notes: DCF analysis does not contain a terminal value as the Consumer Receivables Segment is assumed to cease Notes: operations at FY2028, after which point it is projected to become unprofitable on a standalone EBITDA basis. Notes: Net Working Capital includes changes in operating assets and liabilities and principal collection from both the Notes: U.S. and international consumer receivables portfolios

 

 

Preliminary Valuation Analysis – Personal Injury Claims Section 4

 

 

Preliminary Valuation Analysis – Personal Injury Claims Historical and Projected Financial Statements – Arthur Funding Historical and Projected Financial Performance - Arthur Funding ($ in Thousands) Management Projections FY Ending September 30, 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P Personal Injury Claims Income $12.0 $84.0 $151.0 $202.0 $422.0 $498.0 $579.0 $660.0 Other Income 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Total Revenue $12.0 $84.0 $151.0 $202.0 $422.0 $498.0 $579.0 $660.0 Growth NA NM 79.8% 33.8% 108.9% 18.0% 16.3% 14.0% (-) Total Operating Expenses ($80.0) ($379.0) ($406.0) ($423.0) ($506.0) ($535.0) ($620.0) ($651.0) EBITDA ($68.0) ($295.0) ($255.0) ($221.0) ($84.0) ($37.0) ($41.0) $9.0 Margin (566.7%) (351.2%) (168.9%) (109.4%) (19.9%) (7.4%) (7.1%) 1.4% Growth NA NM NM NM NM NM NM NM Investment in Arthur Funding ($225.0) ($322.0) ($199.0) ($332.0) ($601.0) ($703.0) ($768.0) ($849.0) Free Cash Flow ($617.0) ($454.0) ($553.0) ($685.0) ($740.0) ($809.0) ($842.3) as a % of Total Revenue (734.5%) (300.7%) (273.8%) (162.3%) (148.6%) (139.7%) (127.6%) Source: Management Projections

 

 

Preliminary Valuation Analysis – Personal Injury Claims Projected Simia and Sylvave Book Value Rollforward and Remaining Portfolio Composition Simia and Sylvave Book Value Rollforward $665.0 $495.0 $325.0 $155.0 $2,300.0 $1,450.0 $600.0 $0.0 $500.0 $1,000.0 $1,500.0 $2,000.0 $2,500.0 2020P 2021P 2022P 2023P 2024P Simia Sylvave Remaining Portfolio Composition Simia Number of Loans 269 Total Balance ($ in thousands) $2,958.9 Average Interest Rate 21.5% Most Seasoned 11/12/2013 Most Recent 10/26/2017 Sylvave Number of Loans 1,960 Total Balance ($ thousands) $17,726.1 Average Upfront Fee Collected $716.8 Most Seasoned 8/9/2010 Most Recent 7/10/2017 Source: Management Projections

 

 

Preliminary Valuation Analysis – Personal Injury Claims DCF Analysis - Key Assumptions As part of its preliminary valuation analysis, Lincoln determined the indicated enterprise value of the Company’s Personal Injury Claims Segment by performing a DCF analysis utilizing the Management Projections, and a Selected Public Companies / M&A Transactions Analysis for Arthur Funding using the Company’s invested capital in Arthur Funding as of December 31, 2019 to which Lincoln applied a range of book value multiples. Based on discussions with Management, there have been no new personal injury claims portfolio fundings for either Simia and Sylvave in several years and all new personal injury claims fundings are expected to be completed by the Company’s Arthur Funding Segment. As such, no terminal value was contemplated in Lincoln’s DCF analysis for Simia and Sylvave. The following is a summary of the key assumptions used in the DCF analysis for Simia and Sylvave: Principal and interest cash collections for each of Simia and Sylvave, as displayed on the next page, were projected by Management based on historical realization rates, and are expected to decline to zero by FY2024 as the portfolios are fully-wound down; Operating expenses for Simia and Sylvave are correspondingly expected to decline throughout the projection period; Due to the projected pre-tax losses for Simia and Sylvave, Lincoln projected cash taxes to be zero; and The resulting discrete cash flows were discounted at a WACC range of 11.5% to 16.5%. Source: Management Projections

 

 

Preliminary Valuation Analysis – Personal Injury Claims Simia and Sylvave DCF Analysis – Summary DCF Analysis - Simia and Sylvave ($ in Thousands) Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P Principal Collections - Simia $304.0 $76.0 $76.0 $76.0 $76.0 Interest Collections - Simia 96.0 24.0 24.0 24.0 24.0 Principal Collections - Sylvave 672.0 503.0 503.0 336.0 0.0 Interest Collections - Sylvave 328.0 247.0 247.0 164.0 0.0 Total Portfolio Cash Flows $1,400.0 $850.0 $850.0 $600.0 $100.0 (-) Total Operating Expenses ($628.0) ($197.0) ($197.0) ($197.0) ($66.0) (-) Pro Forma Taxes 0.0 0.0 0.0 0.0 0.0 Free Cash Flow $772.0 $653.0 $653.0 $403.0 $34.0 Discount Period 0.21 1.21 2.21 3.21 4.21 Discount Factor @ 14.00% 0.9727 0.8533 0.7485 0.6566 0.5759 Present Value of Unlevered Free Cash Flow $750.9 $557.2 $488.8 $264.6 $19.6 Enterprise Value Low Mid High WACC 16.50% 14.00% 11.50% Present Value of Discrete Cash Flows $2,020.8 $2,081.0 $2,145.7 Indicated Enterprise Value (Rounded) $2,000.0 $2,100.0 $2,150.0 Source: Management Projections Notes: Cash flows for each of Simia and Sylvave were projected based on historical realization rates, as provided by Notes: Management portfolios. DCF analysis for Simia and Sylvave does not contain a terminal value as the Notes: Segments are in wind-down and will cease operations at FY2024, per Management.

 

 

Preliminary Valuation Analysis – Personal Injury Claims Arthur Funding - Selected Public Companies / M&A Transactions Analysis - Summary Lincoln considered eight public companies and three selected M&A transactions in the specialty finance industry. Lincoln’s selected multiples for Arthur Funding were based on a comparative analysis that considered, among other things, certain quantitative and qualitative factors including the following: geographic footprint, relative size, historical and projected financial performance and profitability, the length of time Arthur Funding has been originating new business, and Arthur Funding’s revenue and earnings composition. Lincoln further notes that Arthur Funding represents an early stage investment for the Company, having launched in May 2019, and the Segment has not yet generated significant origination volumes. Appendix A contains additional details of Arthur Funding’s total originations through December 31, 2019. Selected Public Companies / M&A Transactions Analysis - Summary ($ in Thousands) Selected Public Companies M&A Selected Multiples Financial Equity Value Equity Value Multiple Low - High Median Median Low - High Statistic (1) Low Mid High LTM Book Value 0.66x - 3.51x 1.62x 1.43x 1.00x - 1.25x $245.1 $245.1 $275.7 $306.3 Indicated Equity Value Range (Rounded) $245.0 $276.0 $306.0 (1) Book Value for Arthur Funding represents the Company's investment in Arthur Funding as of December 31, 2019; see Appendix A for additional details Note: None of the selected public companies or the target companies in the M&A transactions analysis is identical to Arthur Funding and Lincoln does not have access to non-public information regarding those companies. Source: Investment in Arthur Funding as of December 31, 2019 was provided by Management. See Appendix A for Source: additional details of Arthur Funding’s total originations through December 31, 2019 Source: For purposes of Lincoln’s preliminary valuation analysis for Arthur Funding, Equity Value is equal to Source: Enterprise Value since there is no corresponding Segment-level leverage

 

 

Preliminary Valuation Analysis – Personal Injury Claims Preliminary Valuation Summary Preliminary Valuation Summary - Personal Injury Claims ($ in Thousands) Enterprise Value Low Mid High DCF Analysis - Simia and Sylvave $2,000.0 $2,100.0 $2,150.0 Selected Public Companies / M&A Transactions Analysis - Arthur Funding 245.0 276.0 306.0 Indicated Enterprise Value Range (Rounded) $2,245.0 $2,376.0 $2,456.0 Source: Management Projections Note: Indicated Enterprise Value Range represents the sum of the DCF Analysis – Simia and Sylvave and the Note: Selected Public Companies / M&A Transactions Analysis – Arthur Funding

 

 

Preliminary Valuation Analysis – GAR Section 5

 

 

Preliminary Valuation Analysis – GAR Historical and Projected Financial Statements Historical and Projected Financial Performance - GAR ($ in Thousands) Management Projections '19A - '26P '20P - '26P FY Ending September 30, 2018PF 2019PF 2020P 2021P 2022P 2023P 2024P 2025P 2026P CAGR Avg. Disability Fee Income $4,598.0 $4,861.0 $3,952.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.2% Other Income 8.0 48.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 NM Total Revenue $4,606.0 $4,909.0 $3,952.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.0% Growth NA 6.6% (19.5%) 14.6% 0.3% 2.0% 2.0% 2.0% 2.0% (-) Total Operating Expenses ($3,721.0) ($3,549.0) ($3,538.0) ($3,562.0) ($3,586.0) ($3,611.0) ($3,636.0) ($3,662.0) ($3,688.0) 0.6% EBITDA $885.0 $1,360.0 $414.0 $966.0 $956.0 $1,022.0 $1,090.0 $1,159.0 $1,229.0 (1.4%) Margin 19.2% 27.7% 10.5% 21.3% 21.0% 22.1% 23.1% 24.0% 25.0% 21.0% Growth NA 53.7% (69.6%) 133.3% (1.0%) 6.9% 6.7% 6.3% 6.0% Net Working Capital $446.0 $446.0 $401.0 $401.0 $401.0 $401.0 $401.0 $401.0 (1.5%) as a % of Total Revenue 9.1% 11.3% 8.9% 8.8% 8.7% 8.5% 8.3% 8.2% 8.9% Note: 2018PF and 2019PF total operating expenses were adjusted to include the full amount of the GAR President's salary of $330,000 (an incremental $220,000 vs. the Management Note: Projections), as he is solely dedicated to GAR, per Management. Five Star Veterans Disability, LLC, a division of GAR (" Five Star"), represents a diminishing portfolio, in which Note: the Company is not actively investing going forward. Five Star future cash collections are projected to be $150,000 in 2020P, $75,000 in 2021P, and $0 in 2022P and thereafter. Source: Management Projections

 

 

Preliminary Valuation Analysis – GAR DCF Analysis - Key Assumptions As part of its valuation analysis, Lincoln performed a DCF utilizing the Management Projections for FY2020 through FY2026. Beyond the projection period, Lincoln estimated the continuing value of GAR (the “Terminal Value”) by using a terminal growth rate of 2.0%, based on discussions with Management, reflecting Management’s view of the long term growth rate. The following is a summary of the key assumptions used in the DCF analysis for GAR: Total revenue is projected to decrease (19.5%) in FY2020 followed by a recovery to approximately $4.9 million by FY2026; Total revenue decline in FY2020 is primarily driven by the Social Security Administration approving cases more quickly, which in turn reduces GAR’s revenue per case due to lower levels of retroactive benefits. Total revenue growth beyond FY2020 of approximately 2% per year approximates the growth rate of the overall economy, per Management. EBITDA is projected to decrease at a CAGR of 1.4% over the FY2019 through FY2026 period; GAR’s EBITDA margin is projected to average 21.0% over the FY2020 through FY2026 period; Net working capital, calculated on a cash-free, debt-free basis, is projected to average 8.9% of total revenue over the FY2020 through FY2026 period; Lincoln utilized a tax rate of 28.1%, per Management; and The resulting discrete cash flows and corresponding Terminal Value were discounted at a WACC range of 11.5% to 16.5%. Source: Management Projections

 

 

Preliminary Valuation Analysis – GAR DCF Analysis - Summary DCF Analysis - GAR ($ in Thousands) Management Projections '19A - '26P '20P - '26P FY Ending September 30, 2019PF 2020P 2021P 2022P 2023P 2024P 2025P 2026P CAGR Avg. Total Revenue $4,909.0 $3,952.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.0% % Growth 6.6% (19.5%) 14.6% 0.3% 2.0% 2.0% 2.0% 2.0% EBITDA $1,360.0 $414.0 $966.0 $956.0 $1,022.0 $1,090.0 $1,159.0 $1,229.0 (1.4%) % Margin 27.7% 10.5% 21.3% 21.0% 22.1% 23.1% 24.0% 25.0% 21.0% % Growth 53.7% (69.6%) 133.3% (1.0%) 6.9% 6.7% 6.3% 6.0% EBIT $414.0 $966.0 $956.0 $1,022.0 $1,090.0 $1,159.0 $1,229.0 (-) Pro Forma Taxes @ 28.1% (116.4) (271.5) (268.7) (287.3) (306.4) (325.8) (345.5) NOPAT $297.6 $694.5 $687.3 $734.7 $783.6 $833.2 $883.5 (+/-) Net Working Capital 0.0 45.0 0.0 0.0 0.0 0.0 0.0 Free Cash Flow $297.6 $739.5 $687.3 $734.7 $783.6 $833.2 $883.5 Discount Period 0.21 1.21 2.21 3.21 4.21 5.21 6.21 Discount Factor @ 14.00% 0.9727 0.8533 0.7485 0.6566 0.5759 0.5052 0.4432 Present Value of Unlevered Free Cash Flow $289.5 $631.0 $514.4 $482.4 $451.3 $420.9 $391.5 Terminal Value Calculations Low Mid High WACC 16.50% 14.00% 11.50% Terminal Growth Rate 2.00% 2.00% 2.00% Terminal Free Cash Flow * (1 + Terminal Growth Rate) $901.2 $901.2 $901.2 Capitalization Rate (WACC - Terminal Growth Rate) 14.5% 12.0% 9.5% Terminal Value (Gordon Growth) $6,215.2 $7,510.0 $9,486.3 Discount Factor 0.3873 0.4432 0.5086 Present Value of Terminal Value $2,407.1 $3,328.1 $4,824.7 Enterprise Value Low Mid High Present Value of Discrete Cash Flows $2,973.0 $3,181.0 $3,414.5 (+) Present Value of Terminal Value 2,407.1 3,328.1 4,824.7 Indicated Enterprise Value (Rounded) $5,400.0 $6,500.0 $8,200.0 Implied Enterprise Value Multiples 2019PF EBITDA (1) $1,360.0 4.0x 4.8x 6.0x 2020P EBITDA 414.0 13.0x 15.7x 19.8x 2021P EBITDA 966.0 5.6x 6.7x 8.5x 2019A Total Revenue 4,909.0 1.10x 1.32x 1.67x Source: Management Projections (1) 2019PF EBITDA was adjusted to include the full amount of the GAR President’s salary of $330,000 (an (1) incremental $220,000 vs. the Management Projections), as he is solely dedicated to GAR, per Management, and (1) approximately $215,140 of cash collections from Five Star

 

 

Preliminary Valuation Analysis – GAR Selected Public Companies Analysis - Summary Lincoln analyzed eight selected public companies in the specialty finance industry. Lincoln’s selected multiples for GAR were based on a comparative analysis that considered, among other things, certain quantitative and qualitative factors including the following: geographic footprint, relative size, historical and projected financial performance and profitability, and GAR’s revenue and earnings composition. Selected Public Companies Analysis - Summary ($ in Thousands) Selected Public Companies Selected Multiples Financial Enterprise Value Enterprise Value Multiple Low - High Median Low - High Statistic (1) Low Mid High 2019PF EBITDA 1.9x - 4.9x 4.4x 4.0x - 5.5x $1,144.9 $4,579.4 $5,438.1 $6,296.7 Indicated Enterprise Value Range (Rounded) $4,600.0 $5,400.0 $6,300.0 Implied Enterprise Value Multiples 2020P EBITDA 1.8x 4.4x 4.2x $414.0 11.1x 13.0x 15.2x 2021P EBITDA 1.8x 4.2x 3.6x $966.0 4.8x 5.6x 6.5x 2019A Total Revenue 1.90x 4.90x 4.36x $4,909.0 0.94x 1.10x 1.28x Note: None of the selected public companies is, of course, identical to GAR and Lincoln does not have access to non-public information regarding those companies. Source: Management Projections (1) 2019PF EBITDA was adjusted to include the full amount of the GAR President’s salary of $330,000 (an (1) incremental $220,000 vs. the Management Projections), as he is solely dedicated to GAR, per Management, and (1) approximately $215,140 of cash collections from Five Star

 

 

Preliminary Valuation Analysis – GAR Preliminary Valuation Summary Preliminary Valuation Summary - GAR ($ in Thousands) Enterprise Value Low Mid High DCF Analysis $5,400.0 $6,500.0 $8,200.0 Selected Public Companies Analysis 4,600.0 5,400.0 6,300.0 Indicated Enterprise Value Range $5,000.0 $5,950.0 $7,250.0 Implied Enterprise Value Multiples 2019PF EBITDA (1) $1,360.0 3.7x 4.4x 5.3x 2020P EBITDA 414.0 12.1x 14.4x 17.5x 2021P EBITDA 966.0 5.2x 6.2x 7.5x 2019A Total Revenue 4,909.0 1.02x 1.21x 1.48x Source: Management Projections Note: Indicated Enterprise Value Range represents the midpoint of the DCF and Selected Public Company Analyses (1) 2019PF EBITDA was adjusted to include the full amount of the GAR President’s salary of $330,000 (an (1) incremental $220,000 vs. the Management Projections), as he is solely dedicated to GAR, per Management, and (1) approximately $215,140 of cash collections from Five Star

 

 

Preliminary Valuation Analysis – Corporate Overhead Section 6

 

 

Preliminary Valuation Analysis – Corporate Overhead Adjustments to Management Projections Following the Special Committee’s review of the Management Projections and a discussion with Lincoln regarding such, the Special Committee instructed Lincoln to make certain adjustments to corporate overhead expenses. These adjustments included trending down the aggregate level of corporate overhead expenses to be in line with the Company’s consolidated, pre-corporate overhead EBITDA, over the 2021P through 2026P period, as displayed in the table below. Historical and Projected Financial Statements (Adjusted Management Projections, as presented to the Special Committee on January 13, 2020) ($ in Thousands) Fiscal Year Ended September 30, 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P Consumer Receivables $15,863.0 $14,050.0 $9,106.0 $7,161.0 $5,624.0 $4,601.0 $3,816.0 $2,671.0 $2,051.0 Personal Injury Claims Funding 1,754.0 2,202.0 84.0 151.0 202.0 422.0 498.0 579.0 660.0 GAR 4,598.0 4,861.0 3,952.0 4,528.0 4,542.0 4,633.0 4,726.0 4,821.0 4,917.0 Total Revenue $22,215.0 $21,113.0 $13,142.0 $11,840.0 $10,368.0 $9,656.0 $9,040.0 $8,071.0 $7,628.0 Growth NA (5.0%) (37.8%) (9.9%) (12.4%) (6.9%) (6.4%) (10.7%) (5.5%) (+) Other Income (1) 4,179.0 862.0 115.0 27.0 5.0 5.0 5.0 5.0 5.0 Total Income $26,394.0 $21,975.0 $13,257.0 $11,867.0 $10,373.0 $9,661.0 $9,045.0 $8,076.0 $7,633.0 (-) General & Admini s trative Expenses (5,774.0) (5,537.0) (5,834.0) (5,396.0) (5,391.0) (5,468.0) (5,367.0) (5,378.0) (5,417.0) EBITDA (Pre-Corporate Overhead) $20,620.0 $16,438.0 $7,423.0 $6,471.0 $4,982.0 $4,193.0 $3,678.0 $2,698.0 $2,216.0 Growth NA (20.3%) (54.8%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) Margin 78.1% 74.8% 56.0% 54.5% 48.0% 43.4% 40.7% 33.4% 29.0% (-) Corporate Overhead (9,292.0) (7,831.0) (7,422.0) (6,470.1) (4,981.3) (4,192.4) (3,677.5) (2,697.6) (2,215.7) Growth NA (15.7%) (5.2%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) EBITDA (Pos t-Corporate Overhead) $11,328.0 $8,607.0 $1.0 $0.9 $0.7 $0.6 $0.5 $0.4 $0.3 Growth NA (24.0%) (100.0%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) Margin 42.9% 39.2% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% (1) Excludes interes t income attributable to U.S. Treasuries The Adjusted Management Projections, as displayed below and on the following page, were subsequently reviewed by the Special Committee and approved for use by Lincoln in its analysis. Sources: Management Projections and Adjusted Management Projections

 

 

Preliminary Valuation Analysis – Corporate Overhead Adjustments to Management Projections $8,000.0 $7,422.0 $6,885.0 $6,899.0 $6,913.0 $6,928.0 $6,944.0 $6,961.0 $6,470.1 $4,981.3 $4,192.4 $3,677.5 $2,697.6 $2,215.7 $0.0 $1,000.0 $2,000.0 $3,000.0 $4,000.0 $5,000.0 $6,000.0 $7,000.0 Management Projections Adjusted Management Projections Sources: Management Projections and Adjusted Management Projections

 

 

Preliminary Valuation Analysis – Corporate Overhead Historical and Projected Financial Statements Historical and Projected Financial Performance - Corporate Overhead ($ in Thousands) Adjusted Management Projections FY Ending September 30, 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P Corporate Overhead Expenses ($9,292.0) ($7,831.0) ($7,422.0) ($6,470.1) ($4,981.3) ($4,192.4) ($3,677.5) ($2,697.6) ($2,215.7) Growth NA (15.7%) (5.2%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) Total Capital Expenditures $0.0 $119.0 $100.0 $100.0 $0.0 $0.0 $0.0 $0.0 $0.0 Net Working Capital $3,106.0 ($686.0) ($877.0) ($1,480.8) ($1,254.0) ($1,086.0) ($973.0) ($747.0) ($635.0) Source: Adjusted Management Projections Note: Net Working Capital includes (i) Prepaid and Income Taxes Receivable, (ii) Other Assets, (iii) Accounts Payable Note: and Accrued Expenses, and (iv) Income Tax Payable

 

 

Preliminary Valuation Analysis – Corporate Overhead DCF Analysis - Key Assumptions As part of its valuation analysis, Lincoln performed a DCF utilizing the Adjusted Management Projections for FY2020 through FY2026. Based on discussions with the Special Committee and with the Special Committee’s approval, Lincoln assumed that the Company would cease operating when each of the Company’s Consumer Receivables Segment, the Simia and Sylvave portfolios have liquidated, and the consolidated Company would be nearing a break-even point on a consolidated EBITDA basis. As such, no terminal value was contemplated in Lincoln’s DCF analysis for corporate overhead. The following is a summary of the key assumptions used in the DCF analysis for the Company’s corporate overhead: Corporate overhead expenses are expected to decrease at a rate corresponding to the consolidated company’s EBITDA margin (pre-corporate overhead) over the FY2019 through FY2026 period, based on discussions with the Special Committee, as detailed on page 27; Total capital expenditures of $100,000 are projected for each of FY2020 and FY2021; Net working capital, calculated on a cash-free, debt-free basis, is projected to decrease through FY2021 and then increase over the FY2022 through FY2026 period; Lincoln utilized a tax rate of 28.1%, per Management; and The resulting discrete cash flows were discounted at a WACC range of 11.5% to 16.5%. Source: Adjusted Management Projections

 

 

Preliminary Valuation Analysis – Corporate Overhead DCF Analysis - Summary DCF Analysis - Corporate Overhead ($ in Thousands) Adjusted Management Projections FY Ending September 30, 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P Corporate Overhead Expenses ($7,831.0) ($7,422.0) ($6,470.1) ($4,981.3) ($4,192.4) ($3,677.5) ($2,697.6) ($2,215.7) EBIT ($7,539.1) ($6,587.3) ($4,998.5) ($4,209.6) ($3,694.6) ($2,714.8) ($2,232.8) (-) Pro Forma Taxes @ 28.1% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 NOPAT ($7,539.1) ($6,587.3) ($4,998.5) ($4,209.6) ($3,694.6) ($2,714.8) ($2,232.8) (+) Tax Depreciation $117.1 $117.1 $17.1 $17.1 $17.1 $17.1 $17.1 (-) Capital Expenditures (100.0) (100.0) 0.0 0.0 0.0 0.0 0.0 (+/-) Net Working Capital 191.0 603.8 (226.8) (168.0) (113.0) (226.0) (112.0) Free Cash Flow ($7,331.0) ($5,966.4) ($5,208.1) ($4,360.4) ($3,790.5) ($2,923.6) ($2,327.7) Discount Period 0.21 1.21 2.21 3.21 4.21 5.21 6.21 Discount Factor @ 14.00% 0.9727 0.8533 0.7485 0.6566 0.5759 0.5052 0.4432 Present Value of Unlevered Free Cash Flow ($7,131.0) ($5,090.9) ($3,898.1) ($2,862.9) ($2,183.1) ($1,477.0) ($1,031.5) Enterprise Value Low Mid High WACC 16.50% 14.00% 11.50% Present Value of Discrete Cash Flows ($22,656.2) ($23,674.5) ($24,800.6) Indicated Enterprise Value (Rounded) ($22,700.0) ($23,700.0) ($24,800.0) Source: Adjusted Management Projections Note: Net Working Capital includes (i) Prepaid and Income Taxes Receivable, (ii) Other Assets, (iii) Accounts Payable Note: and Accrued Expenses, and (iv) Income Tax Payable

 

 

Valuation Support Appendix A

 

 

Preliminary Valuation Support Portfolio Overview - Consumer Receivables (U.S.) ($ in thousands) Receivable Type Credit Card Concentration Credit Card Phone Car Retail Other $6,997.2 $5,737.8 $4,727.3 $3,934.6 $3,268.3 $2,533.0 $2,051.0 $0.0 $1,000.0 $2,000.0 $3,000.0 $4,000.0 $5,000.0 $6,000.0 $7,000.0 $8,000.0 $9,000.0 2020P 2021P $393.7 $1,520.1 $4,788.5 $2,199.2 $402.3 $926.2 $8,193.5 $829.7 $811.0 $3,267.4 $45.4 $109.0  $2,392.0  American Express Bank One Chase Citibank Discover GE Capital Great Seneca HSBC First Financial Providian US Bank Finance Income Forecast Source: Management ($ in thousands) $25,878.1 $4,029.0 American Express Bank One Chase Citibank Discover GE Capital Great Seneca HSBC First Financial Providian US Bank Source: Management

 

 

Preliminary Valuation Support Historical and Projected Financial Statements - Consumer Receivables (U.S.) Historical and Projected Financial Performance - Consumer Receivables (U.S.) (1) ($ in Thousands) Consumer Receivables (U.S.) Projections Long-Term Projections '19A - '28P '20P - '28P FY Ending September 30, 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P CAGR Avg. Finance Income $12,190.4 $10,797.1 $6,997.2 $5,737.8 $4,727.3 $3,934.6 $3,268.3 $2,533.0 $2,051.0 $1,640.8 $1,312.6 (20.9%) Other Income $3,133.1 $594.0 $88.4 $20.7 $3.8 $3.8 $3.8 $3.8 $5.0 $5.0 $5.0 (41.2%) Total Revenue $15,323.4 $11,391.1 $7,085.6 $5,758.6 $4,731.2 $3,938.4 $3,272.2 $2,536.8 $2,056.0 $1,645.8 $1,317.6 (21.3%) Growth NA (25.7%) (37.8%) (18.7%) (17.8%) (16.8%) (16.9%) (22.5%) (19.0%) (20.0%) (19.9%) (-) Total Operating Expenses ($1,323.3) ($1,656.1) ($990.6) ($986.2) ($996.0) ($986.7) ($967.8) ($1,039.5) ($1,078.0) ($1,078.0) ($1,078.0) (4.7%) EBITDA $14,000.1 $9,735.1 $6,095.0 $4,772.3 $3,735.1 $2,951.7 $2,304.3 $1,497.4 $978.0 $567.8 $239.6 (33.7%) Margin 91.4% 85.5% 86.0% 82.9% 78.9% 74.9% 70.4% 59.0% 47.6% 34.5% 18.2% 61.4% Growth NA (30.5%) (37.4%) (21.7%) (21.7%) (21.0%) (21.9%) (35.0%) (34.7%) (41.9%) (57.8%) Net Working Capital $3,461.2 $1,739.8 $1,030.5 $421.9 $219.0 $96.1 $50.7 $34.6 $26.9 $21.5 $17.2 (40.1%) as a % of Total Revenue 22.6% 15.3% 14.5% 7.3% 4.6% 2.4% 1.6% 1.4% 1.3% 1.3% 1.3% 4.0% (1) Total operating expenses have been allocated between the U.S. and International Consumer Receivables Segments based on each of the U.S. and International Segment's respective total revenue contribution Source: Management Projections

 

 

Preliminary Valuation Support Portfolio Overview - Consumer Receivables (International) ($ in thousands) Receivable Type Credit Card Concentration Finance Income Forecast Source: Management $1,100.1 Credit Card Retail $14.0 $42.9 $123.7 $123.0 $4,070.5 $501.9 $143.1 Banco Popular Colombia BBVA Colombia BBVA Peru Corbanca Colombia Davivienda Colombia Interbank Peru Scotia Bank Peru $2,108.8 $1,423.2 $896.7 $666.4 $547.7 $138.0 $0.0 $0.0 $500.0 $1,000.0 $1,500.0 $2,000.0 $2,500.0 Colombia Peru 2020P 2021P 2022P 2023P 2024P 2025P 2026P

 

 

Preliminary Valuation Support Historical and Projected Financial Statements - Consumer Receivables (International) Historical and Projected Financial Performance - Consumer Receivables (International) ($ in Thousands) Consumer Receivables (International) Projections '19A - '26P '20P - '26P FY Ending September 30, 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P CAGR Avg. Finance Income $3,672.6 $3,252.9 $2,108.8 $1,423.2 $896.7 $666.4 $547.7 $138.0 $0.0 (100.0%) Other Income 943.9 179.0 26.6 6.3 1.2 1.2 1.2 1.2 0.0 (100.0%) Total Revenue $4,616.6 $3,431.9 $2,135.4 $1,429.4 $897.8 $667.6 $548.8 $139.2 $0.0 (100.0%) Growth NA (25.7%) (37.8%) (33.1%) (37.2%) (25.6%) (17.8%) (74.6%) (100.0%) (-) Total Operating Expenses ($398.7) ($498.9) ($298.4) ($244.8) ($189.0) ($167.3) ($162.2) ($56.5) $0.0 (100.0%) EBITDA $4,217.9 $2,932.9 $1,837.0 $1,184.7 $708.9 $500.3 $386.7 $82.6 $0.0 (100.0%) Margin 91.4% 85.5% 86.0% 82.9% 79.0% 74.9% 70.5% 59.4% NM 75.4% Growth NA (30.5%) (37.4%) (35.5%) (40.2%) (29.4%) (22.7%) (78.6%) (100.0%) Net Working Capital $1,042.8 $524.2 $310.5 $127.1 $66.0 $28.9 $15.3 $10.4 $8.1 (44.9%) as a % of Total Revenue 22.6% 15.3% 14.5% 8.9% 7.3% 4.3% 2.8% 7.5% NM 7.6% (1) Total operating expenses were allocated between the U.S. and International Consumer Receivables Segments based on each of the U.S. and International Segment's (1) respective total revenue contribution Source: Management Projections

 

 

Preliminary Valuation Support Portfolio Details - Arthur Funding Source: Management Arthur Funding - Portfolio Overview ($ actual) Date Funded Redacted Client Name Funded Amount 05/22/19 Client 1 $8,532.5 06/20/19 Client 1 2,000.0 07/25/19 Client 1 1,500.0 08/29/19 Client 1 2,500.0 09/30/19 Client 1 3,000.0 10/25/19 Client 1 5,000.0 12/23/19 Client 1 2,500.0 06/06/19 Client 2 35,604.0 07/05/19 Client 2 1,000.0 08/05/19 Client 2 1,000.0 09/05/19 Client 2 1,000.0 10/04/19 Client 2 1,000.0 11/05/19 Client 2 1,000.0 12/05/19 Client 2 1,000.0 06/06/19 Client 3 34,370.0 07/15/19 Client 3 4,000.0 08/15/19 Client 3 4,000.0 09/16/19 Client 3 4,000.0 10/15/19 Client 3 4,000.0 11/15/19 Client 3 4,000.0 12/11/19 Client 3 1,500.0 12/13/19 Client 3 4,000.0 06/11/19 Client 4 1,355.3 08/16/19 Client 4 10,000.0 08/28/19 Client 4 1,500.0 10/01/19 Client 4 1,500.0 11/01/19 Client 4 1,500.0 11/27/19 Client 4 1,500.0 06/13/19 Client 5 3,460.0 07/05/19 Client 5 1,000.0 07/25/19 Client 5 10,000.0 09/03/19 Client 5 2,000.0 10/15/19 Client 5 1,500.0 12/09/19 Client 5 2,500.0 06/17/19 Client 6 37,500.0 07/26/19 Client 7 17,245.5 09/09/19 Client 7 1,000.0 11/22/19 Client 7 1,000.0 07/30/19 Client 8 2,000.0 09/10/19 Client 8 2,000.0 10/04/19 Client 8 2,500.0 12/04/19 Client 8 2,500.0 09/05/19 Client 9 5,000.0 11/05/19 Client 10 10,000.0 Total $245,067.3 Arthur Funding - Portfolio Fundings by Client ($ actual) Date Funded Redacted Client Name Funded Amount Various Client 1 $25,032.5 Various Client 2 41,604.0 Various Client 3 59,870.0 Various Client 4 17,355.3 Various Client 5 20,460.0 06/17/19 Client 6 37,500.0 Various Client 7 19,245.5 Various Client 8 9,000.0 09/05/19 Client 9 5,000.0 11/05/19 Client 10 10,000.0 Total $245,067.3 Arthur Funding - Portfolio Fundings by Month ($ actual) Month Funded Funded Amount May 2019 $8,532.5 June 2019 114,289.3 July 2019 36,745.5 August 2019 19,000.0 September 2019 18,000.0 October 2019 15,500.0 November 2019 19,000.0 December 2019 14,000.0 Total $245,067.3

 

 

Preliminary Valuation Support Selected Public Companies - Valuation Multiples Selected Public Companies Analysis - Enterprise Valuation Multiples ($ in millions) Enterprise Value as a Multiple of Company Name Stock Price as of 1/15/20 % of 52 Week High Enterprise Value LTM EBITDA 2020 EBITDA 2021 EBITDA LTM Revenue PRA Group, Inc. $36.54 95.97% $4,293 4.4x 4.3x 4.0x 4.36x Encore Capital Group, Inc. 36.28 92.57% 4,477 3.3x 3.2x 3.1x 3.25x Credit Acceptance Corporation 444.65 87.19% NA NMF NMF NMF NMF Cembra Money Bank AG 118.38 100.18% NA NMF NMF NMF NMF Arrow Global Group PLC 3.61 95.52% NA NMF NMF NMF NMF KRUK Spólka Akcyjna 45.32 88.15% 1,492 4.9x 4.4x 4.2x 4.90x Axactor SE 2.09 77.08% 1,351 4.5x 4.2x 3.6x 4.45x Collection House Limited 0.75 73.65% 215 1.9x 1.8x 1.8x 1.90x Average 85.95 88.79% 2,366 3.8x 3.6x 3.3x 3.77x Median 36.41 90.36% 1,492 4.4x 4.2x 3.6x 4.36x  Selected Public Companies Analysis - Equity Valuation Multiples ($ in millions) Equity Value as a Multiple of Company Name Stock Price as of 1/15/20 % of 52 Week High Market Capitalization Book Value Tangible Book Value LTM Earnings PRA Group, Inc. $36.54 95.97% $1,659.1 1.52x 2.66x 22.5x Encore Capital Group, Inc. 36.28 92.57% 1,126.8 1.22x NMF 6.6x Credit Acceptance Corporation 444.65 87.19% 8,433.9 3.54x 3.54x 13.2x Cembra Money Bank AG 118.38 100.18% 3,477.8 3.59x 3.80x 21.0x Arrow Global Group PLC 3.61 95.52% 632.3 2.60x NMF 13.3x KRUK Spólka Akcyjna 45.32 88.15% 859.8 1.75x 1.86x 11.9x Axactor SE 2.09 77.08% 324.4 1.09x 1.52x 20.8x Collection House Limited 0.75 73.65% 106.5 0.65x 0.76x 4.9x Average $85.95 88.79% $2,077.6 1.99x 2.36x 14.3x Median $36.41 90.36% $993.3 1.63x 2.26x 13.2x Source: S&P Capital IQ and Public Filings

 

 

Preliminary Valuation Support Selected M&A Transactions Analysis Selected M&A Transactions Analysis ($ in millions) Closed Equity Equity Value / Date Target Acquirer Target Description Value Book Value LTM Earnings Jul-14 Aktiv Kapital ASA Portfolio Recovery Associates, Inc. (nka:PRA Group, Inc.) As of July 16, 2014, Aktiv Kapital ASA was acquired by PRA Group, Inc. Aktiv Kapital ASA, together with its subsidiaries, engages in the acquisition, collection, and management of unsecured non-performing loans. $872.6 2.02x 6.1x Jun-13 Asset Acceptance Capital Corp. Encore Capital Group, Inc. Asset Acceptance Capital Corp. engages in the purchase and collection of defaulted and charged-off accounts receivable portfolios from consumer credit originators in the United States. 215.2 1.43x 36.6x Mar-12 Aktiv Kapital ASA Geveran Trading Co., Ltd. As of July 16, 2014, Aktiv Kapital ASA was acquired by PRA Group, Inc. Aktiv Kapital ASA, together with its subsidiaries, engages in the acquisition, collection, and management of unsecured non-performing loans. 1,416.3 0.94x 5.4x Average $834.7 1.46x 16.0x Median 872.6 1.43x 6.1x Source: S&P Capital IQ and Public Filings

 

 

Fully-Diluted Shares Outstanding Appendix B

 

 

Fully-Diluted Shares Outstanding Fully-Diluted Shares Outstanding Low Mid High Shares Outstanding (1) 6,567,765 6,567,765 6,567,765 Options Outstanding (2) 171,137 175,902 181,938 Fully-Diluted Shares Oustanding 6,738,902 6,743,667 6,749,703 Source: Management (1) Shares outstanding as of September 30, 2019 (2) Dilution from outstanding options was calculated using the Treasury Stock Method and Lincoln’s range of per (2) share value indications ($10.72 / $10.81 / $10.93, respectively)

 

 

Asta Trading Analysis Appendix C

 

 

Asta Trading Analysis Ownership and Common Stock Overview Shareholder Total Shares % of Total Stern, Ricky 1,659,250 25.3% Stern, Gary 1,407,345 21.4% GMS Family Investors LLC 871,500 13.3% Asta Group, Inc. 842,000 12.8% RBF Capital LLC 400,000 6.1% BlackRock, Inc. 278,175 4.2% Dimensional Fund Advisors L.P. 84,845 1.3% Bridgeway Capital Management, Inc. 83,600 1.3% Geode Capital Management, LLC 39,457 0.6% The Vanguard Group, Inc. 32,041 0.5% Top 10 Shareholders 5,698,213 86.8% All Other Shareholders 869,552 13.2% Total Shares Outstanding 6,567,765 100.0% Publ ic and Other 18.7% Ins titutional 8.5% Ins iders 72.8% Asta - Common Stock Overview Asta - Historical Daily Trading Volume Stock Price as of January 15, 2020 $10.38 One-Week Average 3,198 Two -Week Average 3,119 One-Month Average 2,671 Stock Price as of January 15, 2019 4.16 % of Shares Outstanding 0.0% % of Shares Outstanding 0.0% % of Shares Outstanding 0.0% Stock Price as of January 15, 2018 7.28 % of Float 0.2% % of Float 0.2% % of Float 0.2% 30-Day Volume Weighted Average Price ("VWAP") $10.31 Two-Month Average 3,457 Six-Month Average 4,084 One-Year Average 4,877 60-Day VWAP 10.34 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% 90-Day VWAP 9.67 % of Float 0.3% % of Float 0.3% % of Float 0.4% 52-Week Average Closing Price $7.08 Two-Year Average 9,299 Three-Year Average 10,631 Four-Year Average 13,839 52-Week High Closing Price 10.43 % of Shares Outstanding 0.1% % of Shares Outstanding 0.2% % of Shares Outstanding 0.2% 52-Week Low Closing Price 4.06 % of Float 0.7% % of Float 0.8% % of Float 1.0% 104-Week Average Closing Price $5.69 Total Shares Outstanding 6,567,765 104-Week High Closing Price 11.25 Public Float Shares 1,365,170 104-Week Low Closing Price 2.85 Public Float % 20.8% Source: S&P Capital IQ Source: S&P Capital IQ and Company SEC filings Notes: “Insiders” in the pie chart above includes the holdings of: (i) Ricky Stern, (ii) Gary Stern, (iii) GMS Family Notes: Investors LLC, and (iv) Asta Group, Inc.

 

 

Asta Trading Analysis 2-Year Trading History Announcement / Completion of $5.30 per share Special Dividend Source: S&P Capital IQ Gary Stern offer to take the Company private on October 30, 2019 at $10.75 per share Consideration: $11.00 0.35 0.40 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00

 

 

Illustrative Premiums Paid Analysis Appendix D

 

 

Illustrative Premiums Paid Analysis Illustrative Premiums Paid Analysis Stock Price Premium (Median) Criteria Number of Transactions 1-Day Prior (%) 1-Week Prior (%) 1-Month Prior (%) All Diversified Financials Deals 41 20.7% 27.6% 21.5% All Deals with Enterprise Value < $500 million 217 17.8% 20.0% 18.8% All United States Deals 28 30.2% 31.6% 37.2% All Deals with Majority Shareholder Purchasing Remaining Shares 367 17.2% 18.8% 19.5% Asta - Stock Price as of October 30, 2019 (1) $6.79 $6.70 $7.00 Proposed Transaction @ $11.00 62.0% 64.2% 57.1% Asta - 1-Year Trailing VWAP as of October 30, 2019 (1) $5.77 Proposed Transaction @ $11.00 90.8% Asta - Stock Price as of January 15, 2020 $10.32 $10.30 $10.40 Proposed Transaction @ $11.00 6.6% 6.8% 5.8% Asta - 1-Year Trailing VWAP as of January 15, 2020 $7.07 Proposed Transaction @ $11.00 45.3% Source: S&P Capital IQ Notes: Data excludes negative premiums, includes only announced, effective, and closed deals over the prior five years, and includes transactions with a majority shareholder purchasing remaining shares

 

 

Illustrative Minority Shareholder Consideration Sensitivities Appendix E

 

 

Illustrative Minority Shareholder Consideration Sensitivities Illustrative Minority Consideration Sensitivity Analysis ($ in thousands, except share counts and per share values) Initial Revised Consideration Consideration Per Share Consideration $10.75 $10.80 $10.85 $10.90 $10.95 $11.00 $11.05 $11.10 Premium to Original Offer 0.0% 0.5% 0.9% 1.4% 1.9% 2.3% 2.8% 3.3% Institutional 559,188 Public and Other 1,228,482 Total Minority Shares 1,787,670 Total Minority Consideration $19,217 $19,307 $19,396 $19,486 $19,575 $19,664 $19,754 $19,843 Variance to Original Offer ($) $0.0 $89.4 $178.8 $268.2 $357.5 $446.9 $536.3 $625.7 Variance to Original Offer (%) 0.0% 0.5% 0.9% 1.4% 1.9% 2.3% 2.8% 3.3% Per Share Consideration $11.15 $11.20 $11.25 $11.30 $11.35 $11.40 $11.45 $11.50 Premium to Original Offer 3.7% 4.2% 4.7% 5.1% 5.6% 6.0% 6.5% 7.0% Total Minority Consideration $19,933 $20,022 $20,111 $20,201 $20,290 $20,379 $20,469 $20,558 Variance to Original Offer ($) $715.1 $804.5 $893.8 $983.2 $1,072.6 $1,162.0 $1,251.4 $1,340.8 Variance to Original Offer (%) 3.7% 4.2% 4.7% 5.1% 5.6% 6.0% 6.5% 7.0% Source: S&P Capital IQ Notes: Illustrative range of value presented to the Special Committee for negotiating purposes only and is not Notes: indicative of Lincoln’s view of the value of the Company’s common stock

 

Exhibit (c)(4)

 

ru-lNCOLN INTERNATIONAL CONFIDENTIAL - DRAFT Preliminary Valuation Analysis Presentation to: The Special Committee of the Board of Directors of Asta Funding, Inc. March 13, 2020 Sta 

 

 

 

Disclaimer and Confidentiality Statement This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectives', the •Materials'), are provided to, and soleb' for the information of, the Committee (as defined herein) of the Company (as defined herein) in connection with the Committee's consideration of a Proposed Transaction (as defined herein) This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions held with Lincoln (as defined herein) in connection therewttm Any defined terms used hereinshall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the Materials The Materials are for discussion purposes onbq Lincoln expressb' disclaims any and all liability which may be based on the Materials and any errors therein or omissions therefrom The Materials were prepared for specific persons familiar wth the business and affairs of the Company for use in a specific context and were not prepared wth a view toward public disclosure or to conform with any dScIcsure standards under any state, federal or international securities or other Gws, rules or regulations, and none of the Committee, the Company, or Lincoln takes any raponsibilty for the use of the Materials persons other than the Committee and the Compan•y The Materials are provided on a confidential basissoleb' for the information of the Committee and the Company, other than as described in the engagement letter between Lincoln and the Company, dated November 22, 2019 (as amended on February 29, 2020, the •Enaaaement Letter'), and may not be dScIosed, summarized, reproduced, disseminated, quoted, or otherwee referred to, in whole or in part, without Lincoln's express prior written consent The Materials are nec—sarib' based on financial, economic, market, and other condtions as in effect on, and the information available to Lincoln as of, the date of the Materials Athough subsequent developments may affect the contents of the Materials, Lincoln has not undertaken, and is under no obligation, to update, revise, or reaffirm the Materials The Materials are not intended to provide the sole basis for evaluation of the Proposed Transaction and do not purport to contain all information that may be required to do sm The Materials do not address the underb'ing business decision of the Company or any other party to proceed with or effect the Proposed Transactiom The Materials do not constitute any opinion, nor do the Materials constitute a recommendation to the Commttee, the Company, any securty holder of the Company, or any other party as to how to vote or act with respect to any matter relating to the Proposed Transaction or otherwise Lincoln's ony opinion is the Opinion (as defined herein), if any, that is actualty delivered to the Committee The Materials may not reflect fiformation known to other professionals other business areas of Lincoln and ts affiliates The preparation of the Materials was a complex proc—s involving quantitative and qualitative judgments and deter minations with respect to the financial, comparative, and other anab'tic methods employed and the adaption and application of these methods to the unique facts and circumstanc— praented and, therefore, is not readib' susceptible to partial anatysS or summary descriptiom Furthermore, Lincoln did not attibute any particular weight to any anaysS or factor considered b,' t, but rather made qualitative judgments as to the significance and relevance of each anatysis and factor Each anatytical technique has inherent strengths and weakness—, and the nature of the available information may further affect the value of particular techniqu— Accordingb', the anatys— contained in the Materials must be considered as a whole Selecting portions of the anatys—, anatytic methods and factors without considering all anatyses and factors could create a misleading or incomplete viei% The Materials reflect judgments and assumptions with regard to industry pefformance, general business, economic, regulatory, market, financial conditions, and other matters, many of which are beyondthe controlofthe participants in the Proposed Transactiom Any estimates of value contained in the Materials are not necessarily indicative of actual value or predictive of future resuts or values, whidl may be significantly more or less favorable Any anatys— relating to the value of asseÉ, businesses, or securities do not purport to be appraisals or to reflect the prees at whizh any asseÉ, busin—s—, or securities may actually be The Materials do not constitute a fairness opinion, solvency opinion, valuaton opinion, credit rating, an anatysis of the Company's credit worthin—s, as tu advice, or as accounting advice The Materials do not ad&ess any other terms, aspects, or implications of the Proposed Transaction, or any agreements, arrangements, or understandin* entered into in connection with the Proposed Transaction or othewee Furthermore, the Materials do not addr—s the fairn—s of any portion or aspect of the Proposed Transaction to any party In preparing the Materials, Lincoln has not conducted any physeal inspection or independent appraisal or evaluation of any of the assets, properties, or liabilities (contingent or other-wee) of the Company or any other party A.,LINCOLN INTERNATIONAL Sta 

 

 

Disclaimer and Confidentiality Statement (cont'd) Except as other-wee noted in the Materials, all budgets, projections, estimates, financial anatys—, reports, and other information with respect to operations (including estimates of potential cost savings and expense reflected in the Materials have been liepared management of the Company CManaaementE) or are derived from such budgeB, projections, —timates,financial anatys—, reports and other information or from other sourc—, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable The budgets, projections and estimates contained in the Materials may or may not be achieved and differenc— between Injected resu& and those actualb' achieved may be material Lincoln has relied upon repr—entations made by Management and other participants in the Proposed Transaction that such budgets, Injections, and estimates have been reasonabty prepared in good faith on bases reflecting the best currents' available estimates and judgments of such Management (or, with rapect to information obtained from public sources, repr—ent reasonable estimates), and Lincoln expr—ses no opinion wth respect to such budgets, Injections, or estimates or the assumptions on which they are based Lincoln has assumed and relied upon the accuracy and completeness of the financial and other information provided to, decussed with or reviewed by t without (and without assuming responsibilty for) independent verification of such information, makes no repr—entation or warranty (EKIyess or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other parttipants in the Proposed Transaction that they are not aware of any facts or circumstances that would make such information inaccurate or In addition, Lincoln has relied upon and assumed, without independent verification, that there has been no change in the business, asseÉ, liabilities, financial condition, resu& of operations, cash flows, or licspecÉ of the Company or any other participant in the Proposed Transaction since the respectVe dates of the most recent financial statements and other in formation, financial or otherwise, prodded to, discussed with or reviewed by Lincoln that would be material to ts anatyses, and that the final forms of any draft documents reviewed by Lincoln will not differ in any material respect from such draft documents The Materials do not constitute a commitment by Lincoln or any of ts affiliates to undewrite, for or place any securities, to extend or arrange credit, or to grovide any other services Lincoln provides mergers and acquisitions, restucturing, and other adv—ory servees to clients, which may have in the past included, or may currentb' or in the future include, one or more interested parties to the Proposed Transaction (each an for whCh ser.'ic— Lincoln has receVed, and may receVe, compensatiom Although Lincoln in the course of such activities and relationships or othewee may have acquired, or may in the future acquire, information about one or more Interested Parties or the Proposed Transaction, or that otherwise may be of interest to the Company, Lincoln shall have no obligation to, and may not be contractualb' permitted to, disclose such information, or the fact that Lincoln is in possession ofsuch information, to the Company or to use such information on the Companys behalf Lincoln and ts affiliates provide a range of investment banking and financial servic— and, in that regard, Lincoln may in the future provide, investment banking and other financial servic— to the Company or ts respective affiliates, for which Lincoln and our affiliates would expect to receive compensatiom THIS REPORT IS NOT INTENDED TO REPRESENT AND DOES NOT REPRESENT AN OPINION BY LINCOLN. A.,LINCOLN INTERNATIONAL Sta 

 

 

Table of Contents Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Appendix A Appendix B Appendix C Appendix D Executive Summary Summary of Key Changes from January 16, 2020 Presentation Preliminary Valuation Analysis Consumer Receivables Preliminary Valuation Analysis — Personal Injury Claims Preliminary Valuation Analysis - GAR Preliminary Valuation Analysis Small Business Lending Preliminary Valuation Analysis Corporate Overhead Valuation Support Fully-Diluted Shares Outstanding Asta Trading Analysis Illustrative Premiums Paid Analysis 5 13 17 21 28 34 38 42 64 66 

 

 

Executive Summary Section 1 

 

 

Executive Summary Engagement Overview, Proposed Transaction, and Determinations Engagement Overview Lincoln International LLC ('Lincoln") has bean engaged to serve as financial advisor to the Special Committee of the Board of Directors (the 'Committee") of Asta Funding, Inc. ('Astar or the to (i) provide customary financial and valuation advisory services to the Committee to assist it in evaluating and, if requested by tha Committee, negotiating the Proposed Transaction (as described below), and (ii) upon request by the Committee, render to it a written opinion, as described below. Proposed Transaction It is Lincoln's understanding that the Proposed Transaction involves the offer made by Gary Stern, the Chairman and Chief Executive Officer (the 'CEO") of the Company to acquire the shares of common stock of the Company not owned by the CEO or his family (the 'Public Shares" and such holders, the 'Public Shareholders") through a merger transaction in which tha Public Shares will be converted into the right to receive cash consideration of [S11_06] per share (the 'Consideration", and such transaction, the 'Proposed Transaction"). The Opinion Upon request by the Committee, Lincoln will render a written opinion (the 'Opinion") as to whether the Consideration to be received by the Public Shareholders in connection with the Proposed Transaction is fair, from a financial point of View, totha Public Shareholders. A.,LINCOLN INTERNATIONAL Source: Mm Stern's proposalto the aoardas of October30, 2019; as verbally increasedto ISII 001 per shareon a telephonic call with Mm Stern and the Chairman of the Special Committee on December 31 2019 and further increasedtolSI I ISI per shareon a telephonic call with Mm Stern and the Chairman of the Special Committee on January 19, 2020 Sta 

 

 

Executive Summary Descriptions of the Four Sets of Projections • '"Original Management Proiections" Represents tha projections prepared and provided by Management ofthe Company to Lincoln on December g, 2019_ • "First Revised Management Proiections" Represents tha projections prepared and provided by Management of the Company to Lincoln on January 6, 2020. • '"Adiusted Management Proiections" Represents the projections prepared and provided by Management of the Company to Lincoln, and with respect to corporate overhead expense projections, reflecting certain adjustments as reviewed and approved for Lincoln's use by the Special Committee on January 13, 2020. '"Management Proiections" Represents the projections prepared and provided by Management of the Company to Lincoln on February 21, 2020. Key Changes Updated to include actual results through December 31, 2019 The forecasts for all business Segments, including corporate overhead, were revisited by Management of the Company The Management Projections now include a new Segment, Small Business Lending, which is expected to launch in FY2020 The Management Projections were approved by the Special Committee for use by Lincoln in its financial valuation analysis Source: Company Management A.,LINCOLN INTERNATIONAL Sta 

 

 

Executive Summary Lincoln Valuation Methodology • Lincoln performed a sum-of-the-parts financial analysis for each of the five primary operating segments of Asta: (i) consumer receivables, (Il) personal injury claims, (iii) social security disability advocacy, (iv) small business lending and (v) collectively. the 'Segments"). corporate overhead (each a 'Segment", and Segment Consumer Receivables Personal Injury Claims Social Security Disability Advocacy Small Business Lending Corporate Overhead Entity Palisades Collection, LLC (United States) Palisades Collection, LLC (International: Colombia and Peru) Simia Capital, LLC ('Simia") Sylvave, LLC ('Sylvave") Arthur Funding, LLC ('Althur Eundj_ng") GAR Disability Advocates, LLC ('GAR") Valuation Methodology (1) DCF DCF Selected Public Companies / M&A Transactions Analysis Selected Public Companies Analysis DCF DCF Cumulative FY2020-FY2026 Revenue EBITDA 2 Revenue: 13.1% • EBITDA: 26 Revenue: • EBITDA: Revenue: 361 • EBITDA: 691.0% Revenue: • EBITDA: 31.4% Revenue: n/a • EdiTDA: n/a Revenue: • EBITDA: n/a • For each Segment's DCF analysis, Lincoln utilized the Management Projections, and a capital asset pricing model weighted average costof capital ('WACC") todiscount to present value the future cash flows in the Management Projections. Based on an analysis of the selected public companies used in Lincoln's preliminary analysis and commensurate with the risks related to the Company and each of its Segments, Lincoln used a WACC range of 11 to for all segments with the exception of Small Business Lending, where Lincoln utilized a WACC range of 17_6% to 22.5%, as discussed in further detail herein. Note: Lincoln's valuation anatysisexcludesany potential impact of the derivative lawsuit filed byDanieI Ltten Delaware Chancery Court on November 4, 2019 (the •Derivative Lawsuit) L N L N (I ) Utilizes Management Projections (2) As compared to January 18, 2020 Presentation INTERNATIONAL Sta 

 

 

Preliminary Valuation Summary ($ in Thousands, except per share values) Per Share (1) Low Mid High Low Mid High Liquid Financial Assets Cash And Cash Equivalents (2) $3,156.0 $3,156.0 $3,156.0 $0.47 $0.47 $0.47 Investments (3) 8,000.3 8,000.3 8,000.3 1.18 1.18 1.18 Available-For-Sale Securities (3) 60,677.2 60,677.2 60,677.2 8.97 8.96 8.94 A Total Liquid Financial Assets $71,833.5 $71,833.5 $71,833.5 $10.62 $10.60 $10.59 Segment Enterprise Value (Sum-of-the-Parts Analysis) Consumer Receivables $17,900.0 $18,700.0 $19,600.0 $2.65 $2.76 $2.89 Personal Injury Claims 3,445.0 3,576.0 3,756.0 0.51 0.53 0.55 GAR 6,350.0 7,150.0 8,100.0 0.94 1.06 1.19 Small Business Lending 17.0 1,113.0 2,461.0 0.00 0.16 0.36 Corporate Overhead (26,500.0) (28,100.0) (30,000.0) (3.92) (4.15) (4.42) B Total Segment Enterprise Value $1,212.0 $2,439.0 $3,917.0 $0.18 $0.36 $0.58 Other Assets Present Value of NOL Tax Benefits $1,518.7 $1,613.7 $1,721.8 $0.22 $0.24 $0.25 Equity Method Investment (Serlefin) (2) (4) 278.0 278.0 278.0 0.04 0.04 0.04 Settlements Receivable (2) (5) 1,095.0 1,095.0 1,095.0 0.16 0.16 0.16 Other Assets (2) (6) 382.0 382.0 382.0 0.06 0.06 0.06 C Total Other Assets $3,273.7 $3,368.7 $3,476.8 $0.48 $0.50 $0.51 Proposed D = A + B + C Aggregate Equity Value $76,319.2 $77,641.3 $79,227.4 $11.28 $11.46 $11.68 Transaction E Fully-Diluted Shares Outstanding (1) 6,766,315 6,774,607 6,784,214 F = D / E Value Per Share $11.28 $11.46 $11.68 [11.05] Implied Aggregate Equity Value Multiples December 31, 2019 Book Value $89,618.0 0.85x 0.87x 0.88x December 31, 2019 Tangible Book Value 88,208.0 0.87x 0.88x 0.90x LTM December 31, 2019 Earnings 6,945.0 11.0x 11.2x 11.4x (1) Fully-diluted shares outstanding were calculated using the Treasury Stock Method and Lincoln's range of Value Per Share; see Appendix B for additional details (2) As of December 31, 2019, per Company filings (3) Reflects market value as of March 12, 2020 (4) Relates to the Company's 49% owned joint venture with Serlefin Peru (5) Relates to a lawsuit filed by the Company against a third-party servicer arising from the servicer's failure to pay certain amounts due under a servicing agreement (6) Other Assets consists of (i) a Republic Bank Deposit of $203,000 and (ii) a Loan to Serlefin of $179,000 Notes: Lincoln’s valuation analysis excludes any potential impact of the derivative lawsuit filed by Daniel Litten in Notes: Delaware Chancery Court on November 4, 2019 (the “Derivative Lawsuit”); Notes: Proposed Transaction Aggregate Equity Value was implied from the Consideration and the midpoint of Notes: Lincoln’s fully-diluted shares outstanding Executive Summary Lincoln Valuation Methodology

 

 

Per Share Value Bridge from January 16, 2020 Analysis Source: Adjusted Management Projections (prior) and Management Projections (current) Notes: Per Share (Prior) and Per Share (Current) represent the midpoint of Lincoln’s preliminary valuation range  DRAFT $10.81 $0.00 $0.61 $0.18 $0.18 $0.17 $0.16 $0.24 $0.00 $11.46 $0.17 $0.02 $0.63 $0.00 $0.07 $10.50 $10.70 $10.90 $11.10 $11.30 $11.50 $11.70 $11.90 Per Share (Pri or) Cash and Cash Equivalents Investments Available For-Sale Securities Consumer Receivables Personal Injury Claims GAR Small Business Lending Corpor ate Overhead Present Valu e of NOL Tax Benefits Equity Method Investment (Serlefin) Settlement Receivable Other Assets Per Share

 

 

Summary of Key Changes from January 16, 2020 Presentation • Liquid Financial Assets: Updated for December 31, 2019 balances; publicly-traded securities With market prices updated as of March 12, 2020. Segment Enterprise Values: Consumer Receivables: Incorporated current Management Projections; Lincoln extended DCF projections by an additional year, based on discussions with Management, given a longer run-off of the consumer receivables portfolio in the Management Projections; Personal Injury Claims: Incorporated current Management Projections for Simia and Sylvave and the latest Arthur Funding portfolio details through March 2, 2020; GAR: Incorporated the currant Management Projections; Lincoln utilized a range of FY2021P EBITDA multiples, based on an analysis of selected public companies, todatermina a range of enterprise values for the Segment; Small Business Landing: Incorporated the current Management Projections; Lincoln applied a terminal price / book value multiple of 1_60x and utilized a WACC range of 17.6% to 22.6% commensurate with venture-like rates of retum given the uncertainty and risk associated with this Segment; and Corporate Overhead: Incorporated the current Management Projections; Lincoln extended the DCF projections by two years, based on discussions with Management, and given the extension of the Consumer Receivables Segment cash flows and the introduction of Small ausiness Landing as a going concern. Corporate overhead expenses ware trended down on a straight-line basis to zero by FY2029, based on discussions with Management. NOL Tax Benefits: The value of the NOL Tax Benefit increased due to an increase in consolidated income throughout the Management Projections. • Other Assets: Updated for December 31, 2019 balances. Fully-Diluted Shares Outstanding: Updated the Treasury Stock Method calculations, using Lincoln's range of per share values; Sea Appendix B for more details. Source: Original Management Projections; First Revised Management Projections; Adjusted Management Projections; Management Projections; Market data as of March 12, 2020; Company Management A.,LINCOLN INTERNATIONAL Sta 

 

 

Book Value Reconciliation - Balance Sheet as of December 31, 2019 Executive Summary Book Value Reconciliation Source: Company filings ($ in Thousands, except per share values) Aggregate Per Share (1) Aggregate Per Share (1) Aggregate Per Share (1) Operating Assets Consumer receivables acquired for liquidation $1,448.0 $0.21 $1,448.0 $0.21 Investment in personal injury claims, net 4,533.0 0.67 4,533.0 0.67 Due from third party collection agencies and attorneys 421.0 0.06 421.0 0.06 Accounts receivable, net 203.0 0.03 203.0 0.03 Prepaid and income taxes receivable, net 68.0 0.01 68.0 0.01 Furniture and equipment, net 96.0 0.01 96.0 0.01 Goodwill 1,410.0 0.21 0.0 0.00 Other Assets 596.0 0.09 596.0 0.09 A Total Operating Assets $8,775.0 $1.30 $7,365.0 $1.09 Operating Liabilities Accounts payable and accrued expenses $1,597.0 $0.24 $1,597.0 $0.24 B Total Operating Liabilities $1,597.0 $0.24 $1,597.0 $0.24 C = A - B Total Stockholders' Equity - Operating $7,178.0 $1.06 $5,768.0 $0.85 $2,439.0 $0.36 Non-Operating Assets Cash and cash equivalents $3,156.0 $0.47 $3,156.0 $0.47 $3,156.0 $0.47 Available-for-sale debt securities (at fair value) 60,587.0 8.94 60,587.0 8.94 60,677.2 8.96 Investments in equity securities (at fair value) 8,234.0 1.22 8,234.0 1.22 8,000.3 1.18 Equity method investment 278.0 0.04 278.0 0.04 278.0 0.04 Settlement receivable 1,095.0 0.16 1,095.0 0.16 1,095.0 0.16 Deferred income taxes 9,457.0 1.40 9,457.0 1.40 1,613.7 0.24 Other assets 382.0 0.06 382.0 0.06 382.0 0.06 D Total Non-Operating Assets $83,189.0 $12.28 $83,189.0 $12.28 $75,202.3 $11.10 Total Stockholders' Equity - Non-Operating $83,189.0 $12.28 $83,189.0 $12.28 $75,202.3 $11.10 E = C + D Total Stockholders' Equity $90,367.0 $13.34 $88,957.0 $13.13 $77,641.3 $11.46 (1) Fully-diluted shares outstanding of 6,774,607 were calculated using the Treasury Stock Method and Lincoln's midpoint per share value; see Appendix B for additional details

 

 

Summary of Key Changes from January 16, 2020 Presentation Section 2 

 

 

Summary of Key Changes from January 16, 2020 Presentation Comparison of Management Projections – Total Revenue Sources: Original Management Projections; First Revised Management Projections; Adjusted Management Projections; Management Projections Note: Total Revenue for each of the First Revised Management Projections and the Adjusted Management Projections are identical $7.6 $15.0 $15.0 $15.0 $15.0 $15.0 $15.0 $14.0 $14.0 $14.0 $14.0 $14.0 $14.0 $14.8 $14.8 $14.8 $14.8 $14.8 $14.8 $16.1 $16.1 $16.1 $16.1 $16.1 $16.1 $16.9 $16.9 $16.9 $16.9 $16.9 $16.9 $16.0 $16.0 $16.0 $16.0 $16.0 $16.0 $15.7 $15.7 $15.7 $15.7 $15.7 $15.7 $0.0$0.0$0.0$0.0 $2.0$2.0$2.0$2.0 $4.0$4.0$4.0$4.0 $6.0$6.0$6.0$6.0 $8.0$8.0$8.0$8.0 $10.0$10.0$10.0$10.0$10.0 $12.0$12.0$12.0$12.0$12.0 $14.0$14.0$14.0$14.0$14.0 $16.0$16.0$16.0$16.0$16.0 $18.0$18.0$18.0$18.0$ $14.4 $14.4 $14.4 $14.4 $14.4 $14.4 $12.5 $12.5 $12.5 $12.5 $12.5 $12.5 $11.3 $11.3 $11.3 $11.3 $11.3 $11.3 $10.4 $10.4 $10.4 $10.4 $10.4 $10.4 $9.6 $9.6 $9.6 $9.6 $9.6 $8.5 $8.5 $8.5 $8.5 $8.5 $7.9 $7.9 $7.9 $7.9 $7.9 $13.1 $13.1 $13.1 $13.1 $13.1 $13.1 $11.8 $11.8 $11.8 $11.8 $11.8 $11.8 $10.4 $10.4 $10.4 $10.4 $10.4 $10.4 $9.7 $9.7 $9.7 $9.7 $9.7 $9.0 $9.0 $9.0 $9.0 $9.0 $8.1 $8.1 $8.1 $8.1 $8.1 $7.6 $7.6 $7.6 $7.6

 

 

Summary of Key Changes from January 16, 2020 Presentation Comparison of Management Projections – EBITDA Sources: Original Management Projections; First Revised Management Projections; Adjusted Management Projections; Management Projections Note: EBITDA for Adjusted Management Projections is de minimis throughout projection period 6.0) ($5.0) ($4.0) ($3.0) ($2.0)  ($1.0) $0.0 $1.0 $2.0 $3.0 $4.0 $0.9  $0.0  ($1.3) ($2.2) ($2.9) ($4.0) ($4.6) $0.0  ($0.4) ($1.9) ($2.7) ($3.3) ($4.2) ($4.7) $0.0  ($1.3) ($2.2) ($2.9) ($4.0) ($4.6) $0.0  ($0.4) ($1.9) ($2.7) ($3.3) ($4.2) ($4.7) $0.0  $0.0  $0.0  $0.0 $0.0  $0.0  $0.0  $3.1  $1.3 $1.6 $2.1  $3.1  $2.5  $2.1 

 

 

Preliminary Valuation Summary - Variance to Prior Analysis($ in Thousands, except per share values)Mid ValueMid ValuePer SharePer Share(Prior)(Current)Variance(Prior)(Current)VarianceLiquid Financial AssetsCash And Cash Equivalents (2)$4,308.0$3,156.0($1,152.0)$0.64$0.47($0.17)Investments (3)8,071.58,000.3(71.2)1.201.18(0.02)Available-For-Sale Securities (3)56,279.960,677.24,397.38.358.960.61ATotal Liquid Financial Asset $68,659.4$71,833.5$3,174.1$10.18$10.60$0.42Segment Enterprise Value (Sum-of-the-Parts Analysis)Consumer Receivables$17,400.0$18,700.0$1,300.0$2.58$2.76$0.18Personal Injury Claims2,376.03,576.01,200.00.350.530.18GAR5,950.07,150.01,200.00.881.060.17Small Business Lending0.01,113.01,113.00.000.160.16Corporate Overhead (4)(23,700.0)(28,100.0)(4,400.0)(3.51)(4.15)(0.63)BTotal Segment Enterprise Value$2,026.0$2,439.0$413.0$0.30$0.36$0.06Other AssetsPresent Value of NOL Tax Benefits$0.1$1,613.7$1,613.7$0.00$0.24$0.24Equity Method Investment (Serlefin) (2) (5)280.0278.0(2.0)0.040.0 (0.00)Settlements Receivable (2) (6)1,558.01,095.0(463.0)0.230.16(0.07)Other Assets (2)389.0382.0(7.0)0.060.06(0.00)CTotal Other Assets$2,227.1$3,368.7$1,141.7$0.33$0.50$0.17D = A + B + CAggregate Equity Valu $72,912.5$77,641.3$4,728.8$10.81$11.46$0.65Fully-Diluted Shares Outstanding (1)6,743,6676,774,607Value Per Share$10.81$11.46Implied Equity Value MultiplesDecember 31, 2019 Book Value$89,618.00.81x0.87xDecember 31, 2019 Tangible Book Value88,208.00.83x0.88xLTM December 31, 2019 Earnings6,945.010.5x11.2x(1) Fully-diluted shares outstanding of 6,743,667 and 6,774,607, respectively were calculated using the Treasury Stock Method and Lincoln's Value Per Share; see Appendix B for additional details(2) As of September 30, 2019, per company filings in prior presentation and as of December 31, 2019, per Company filings for current presentatio (3) Reflects market value as of January 15, 2020 (Prior) and March 12, 2020 (Current), respectively(4) Corporate Overhead (Prior) was calculated using the Adjusted Management Projections through FY2026; Corporate Overhead (Current) was calculated using the Management Projections(4) See Section 7 for additional details(5) Relates to the Company's 49% owned joint venture with Serlefin Peru(6) Relates to a lawsuit filed by the Company against a third-party servicer arising from the servicer's failure to pay certain amounts due under a servicing agreement Summary of Key Changes from January 16, 2020 Presentation Sources: Adjusted Management Projections (Prior) and Management Projections (Current) Note: Value (Prior) and Value (Current) represent the midpoint of Lincoln’s preliminary valuation range

 

 

Preliminary Valuation Analysis — Consumer Receivables Section 3 

 

 

Preliminary Valuation Analysis – Consumer Receivables Historical and Projected Financial Statements Source: Management Projections Note: Net Working Capital includes (i) changes in operating assets and liabilities and (ii) principal collections from both Note: the U.S. and international consumer receivables portfolios Historical and Projected Financial Performance - Consumer Receivables ($ in Thousands) Management Projections Long-Term Projections '19A - '29P '20P - '29P FY Ending September 30, 2018A 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg. Finance Income $15,863.0 $14,050.0 $13,688.0 $10,498.0 $7,889.0 $6,138.0 $5,022.0 $4,214.0 $2,915.0 $2,239.0 $1,791.2 $1,433.0 $1,146.4 (22.2%) Other Income $4,077.0 $773.0 $739.0 $118.0 $27.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 (39.6%) Total Revenue $19,940.0 $14,823.0 $14,427.0 $10,616.0 $7,916.0 $6,143.0 $5,027.0 $4,219.0 $2,920.0 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (22.5%) Growth NA (25.7%) (38.6%) (28.4%) (25.4%) (22.4%) (18.2%) (16.1%) (30.8%) (23.2%) (20.0%) (19.9%) (19.9%) (-) Total Operating Expenses ($1,722.0) ($2,155.0) ($1,687.0) ($1,197.0) ($1,137.0) ($1,032.0) ($877.0) ($767.0) ($659.0) ($584.0) ($584.0) ($584.0) ($584.0) (12.2%) EBITDA $18,218.0 $12,668.0 $12,740.0 $9,419.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (26.7%) Margin 91.4% 85.5% 88.3% 88.7% 85.6% 83.2% 82.6% 81.8% 77.4% 74.0% 67.5% 59.4% 49.3% 74.9% Growth NA (30.5%) (39.6%) (25.6%) (28.0%) (24.6%) (18.8%) (16.8%) (34.5%) (26.6%) (27.0%) (29.6%) (33.6%) Net Working Capital $4,504.0 $2,264.0 $1,869.0 $1,323.0 $446.0 $157.0 $88.0 $72.0 $49.0 $38.0 $32.2 $27.5 $23.8 (36.6%) as a % of Total Revenue 22.6% 15.3% 13.0% 12.5% 5.6% 2.6% 1.8% 1.7% 1.7% 1.7% 1.8% 1.9% 2.1% 3.3% (1) Latest twelve months ended December 31, 2019

 

 

Preliminary Valuation Analysis — Consumer Receivables DCF Analysis - Key Assumptions As part of its preliminary valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for the fiscal years ('EYE) ended September 30, 2020 through September 30, 2026. Based on discussions With Management, there have not bean any new consumer receivable portfolio purchases in several years, and there are no plans to restat consumer receivables poltfolio purchases in the near future for either tha domestic or international operations of the Company's Consumer Receivables Segment. For the purposes of Lincoln's preliminary analysis, and based on discussions with Management, Lincoln assumed that tha Consumer Receivables portfolio would ba liquidated at the and of FY202g, after which point the Segment is projected to become unprofitable on a standalone EBITDA basis. As such, no terminal value was contemplated in Lincoln's DCF analysis. The following is a summary of the key assumptions used in the DCF analysis, extrapolated through FY2029, based on discussions With Management, for the Company's Consumer Receivables Segment: Total revenue and EBITDA are projected to decrease ata CAGR of and (26_7)%, respectively, over the FY2019 through FY2029 period; The Company's Consumer Receivables Segment EBITDA margin is projected to decline from 88.3% for the LTM period ended December 31, 2019 to 49.3% in Given the run-off nature of the portfolio, Lincoln assumed that the Company's Consumer Receivables Segment would be liquidated at the end of FY2029, after which point the Segment is projected to become unprofitable on a standalone EBITDA basis; Net working capital, calculated on a cash-free, debt-free basis, and including principal collections on each of the IJ_S_ and international consumer receivable potfolios, averages 3.3% of Segment revenue over the FY2020 through FY2029 period; Lincoln utilized a taxrate of 28.1%, per Management; and The resulting discrete cash flows were discounted at a WACC range of 11.6% to A.,LINCOLN INTERNATIONAL Source: Management Projections Notes: CCF anatysisdoes not containa terminal value asthe Consumer Receivables Segment is assumedto cease operations at the end of FY2029, after which point t is projectedto become unprofitableon a standalone EBITDA basis Net Working Capital includes changes in operating assetsand liabilities and principal collection from both the LCS and international consumer receivables portfolios Sta 

 

 

 CF Analysis - Consumer Receivables ($ in Thousands) Management Projections Long-Term Projections 19A - '29P '20P - '29P FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg. Total Revenue $14,427.0 $7,444.0 $7,916.0 $6,143.0 $5,027.0 $4,219.0 $2,920.0 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (22.5%) % Growth (38.6%) (28.4%) (25.4%) (22.4%) (18.2%) (16.1%) (30.8%) (23.2%) (20.0%) (19.9%) (19.9%) EBITDA $12,740.0 $6,457.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (26.7%) % Margin 88.3% 86.7% 85.6% 83.2% 82.6% 81.8% 77.4% 74.0% 67.5% 59.4% 49.3% 74.9% % Growth (30.1%) (49.0%) 5.0% (24.6%) (18.8%) (16.8%) (34.5%) (26.6%) (27.0%) (29.6%) (33.6%) 1/20 - 9/20 EBIT $6,457.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (-) Pro Forma Taxes @ 28.1% (1,815.1) (1,905.6) (1,436.7) (1,166.6) (970.4) (635.6) (466.6) (340.7) (240.0) (159.5) NOPAT $4,641.9 $4,873.4 $3,674.3 $2,983.4 $2,481.6 $1,625.4 $1,193.4 $871.5 $613.9 $407.9 (+/-) Net Working Capital 546.0 877.0 289.0 69.0 16.0 23.0 11.0 5.8 4.7 3.7 Free Cash Flow $5,187.9 $5,750.4 $3,963.3 $3,052.4 $2,497.6 $1,648.4 $1,204.4 $877.3 $618.6 $411.6 Discount Period 0.18 1.05 2.05 3.05 4.05 5.05 6.05 7.05 8.05 9.05 Discount Factor @ 14.00% 0.9773 0.8715 0.7644 0.6706 0.5882 0.5160 0.4526 0.3970 0.3483 0.3055 Present Value of Unlevered Free Cash Flow $5,070.3 $5,011.3 $3,029.7 $2,046.9 $1,469.1 $850.6 $545.1 $348.3 $215.4 $125.7 Enterprise Value Low Mid High WACC 16.50% 14.00% 11.50% Present Value of Discrete Cash Flows $17,932.4 $18,712.5 $19,580.4 Indicated Enterprise Value (Rounded) $17,900.0 $18,700.0 $19,600.0 (1) Latest twelve months ended December 31, 2019 Source: Management Projections Notes: DCF analysis does not contain a terminal value as the Consumer Receivables Segment is assumed to cease Notes: operations at the end of FY2028, after which point it is projected to become unprofitable on a standalone Notes: EBITDA basis. Net Working Capital includes changes in operating assets and liabilities and principal collection Notes: from both the U.S. and international consumer receivables portfolios. Preliminary Valuation Analysis – Consumer Receivables DCF Analysis - Summary

 

 

Preliminary Valuation Analysis — Personal Injury Claims Section 4 

 

 

Preliminary Valuation Analysis – Personal Injury Claims Historical and Projected Financial Statements – Arthur Funding Source: Management Projections Historical and Projected Financial Performance - Arthur Funding ($ in Thousands) Management Projections FY Ending September 30, 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P Personal Injury Claims Income $12.0 $26.0 $145.0 $661.0 $1,739.0 $2,344.0 $2,370.0 $2,361.0 $2,361.0 Total Revenue $12.0 $26.0 $145.0 $661.0 $1,739.0 $2,344.0 $2,370.0 $2,361.0 $2,361.0 Growth NA NA NM 355.9% 163.1% 34.8% 1.1% (0.4%) 0.0% (-) Total Operating Expenses ($80.0) ($170.0) ($391.0) ($730.0) ($944.0) ($1,071.0) ($1,079.0) ($1,147.0) ($1,158.0) EBITDA ($68.0) ($144.0) ($246.0) ($69.0) $795.0 $1,273.0 $1,291.0 $1,214.0 $1,203.0 Margin (566.7%) (553.8%) (169.7%) (10.4%) 45.7% 54.3% 54.5% 51.4% 51.0% Growth NA NA NM NM NM 60.1% 1.4% (6.0%) (0.9%) Investment in Arthur Funding ($225.0) ($285.0) ($701.0) ($2,059.0) ($3,064.0) ($1,496.0) ($216.8) $48.6 $0.0 Free Cash Flow ($871.0) ($2,128.0) ($2,475.7) ($554.0) $738.5 $947.0 $890.2 as a % of Total Revenue (600.7%) (321.9%) (142.4%) (23.6%) 31.2% 40.1% 37.7% (1) Latest twelve months ended December 31, 2019

 

 

Preliminary Valuation Analysis – Personal Injury Claims Projected Simia and Sylvave Book Value Rollforward Source: Management Projections  $500.0 $375.0 $250.0 $125.0  $2,623.0 $1,873.0 $1,123.0 $456.0 $0.0 $500.0 $1,000.0 $1,500.0 $2,000.0 $2,500.0 $3,000.0 2020P 2021P 2022P 2023P 2024P Simia Sylvave

 

 

Preliminary Valuation Analysis — Personal Injury Claims DCF Analysis - Key Assumptions As part of its preliminary valuation analysis, Lincoln determined the indicated enterprise value of the Company's Personal Injury Claims Segment by performing a DCF analysis utilizing the Management Projections, and a Selected Public Companies / M&A Transactions Analysis for Althur Funding using the Company's invested capital in Arthur Funding as of March 2, 2020 to which Lincoln applied a range of book value multiples. Based on discussions with Management, there have bean no new personal injury claims portfolio fundings for either Simia and Sylvave in several years and all naw personal injury claims fundings are expected to be completed by the Company's Arthur Funding Segment. As such, no terminal value was contemplated in Lincoln's DCF analysis for Simia and Sylvava The following is a summary of the key assumptions used in the DCF analysis for Simia and Sylvave- Principal and interest cash collections for each of Simia and Sylvave, as displayed on the next page, were projected by Management based on historical realization rates, and are expected to decline to zero by FY2024 as the portfolios are fully-wound down; Operating expenses for Simia and Sylvave are correspondingly expected to decline throughout the projection period, per Management; Due to the projected pre-tax losses for Simia and Sylvave, Lincoln projected cash taxes to be zero, based on discussions With Management; and The resulting discrete cash flows were discounted at a WACC range of 11 to Source: Management Projections A.,LINCOLN INTERNATIONAL Sta 

 

 

DRAFT Preliminary Valuation Analysis – Personal Injury Claims Simia and Sylvave DCF Analysis – Summary Source: Management Projections Notes: Cash flows for each of Simia and Sylvave were projected based on historical realization rates, as provided by Notes: Management portfolios. DCF analysis for Simia and Sylvave does not contain a terminal value as the Notes: Segments are in wind-down and will cease operations at FY2024, per Management. DCF Analysis - Simia and Sylvave ($ in Thousands) Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P 1/20 - 9/20 Principal Collections - Simia $303.0 $101.0 $101.0 $101.0 $101.0 Interest Collections - Simia 72.0 24.0 24.0 24.0 24.0 Principal Collections - Sylvave 504.0 503.0 503.0 503.0 456.0 Interest Collections - Sylvave 246.0 247.0 247.0 164.0 0.0 Total Portfolio Cash Flows $1,125.0 $875.0 $875.0 $792.0 $581.0 (-) Total Operating Expenses ($21.0) ($27.0) ($27.0) ($27.0) ($11.0) (-) Pro Forma Taxes 0.0 0.0 0.0 0.0 0.0 Free Cash Flow $1,104.0 $848.0 $848.0 $765.0 $570.0 Discount Period 0.18 1.05 2.05 3.05 4.05 Discount Factor @ 14.00% 0.9773 0.8715 0.7644 0.6706 0.5882 Present Value of Unlevered Free Cash Flow $1,079.0 $739.0 $648.2 $513.0 $335.3 Enterprise Value Low Mid High WACC 16.50% 14.00% 11.50% Present Value of Discrete Cash Flows $3,204.5 $3,314.5 $3,433.6 Indicated Enterprise Value (Rounded) $3,200.0 $3,300.0 $3,450.0(1) Latest twelve months ended December 31, 2019

 

 

DRAFT ‒ Lincoln considered eight public companies and three selected M&A transactions in the specialty finance industry. ‒ Lincoln’s selected multiples for Arthur Funding were based on a comparative analysis that considered, among other things, certain quantitative and qualitative factors including the following: geographic footprint, relative size, historical and projected financial performance and profitability, the length of time Arthur Funding has been originating new business, and Arthur Funding’s revenue and earnings composition. ‒ Lincoln further notes that Arthur Funding represents an early stage investment for the Company, having launched in May 2019, and the Segment has not yet generated significant origination volumes. Appendix A contains additional details of Arthur Funding’s total originations through March 2, 2020. Note: None of the selected public companies or the target companies in the M&A transactions analysis is identical to Arthur Funding and Lincoln does not have access to non-public information regarding those companies. Preliminary Valuation Analysis – Personal Injury Claims Arthur Funding - Selected Public Companies / M&A Transactions Analysis - Summary Source: Investment in Arthur Funding as of March 2, 2020 was provided by Management. See Appendix A for Source: additional details of Arthur Funding’s total originations through March 2, 2020 Source: For purposes of Lincoln’s preliminary valuation analysis for Arthur Funding, Equity Value is equal to Source: Enterprise Value since there is no corresponding Segment-level leverage Selected Public Companies / M&A Transactions Analysis - Summary ($ in Thousands) Selected Public Companies M&A Selected Multiples Financial Enterprise Value Enterprise Value Multiple Low - High Median Median Low - High Statistic (1) Low Mid High LTM Book Value 0.31x - 2.89x 1.12x 1.43x 1.00x - 1.25x $275.6 $275.6 $310.0 $344.5 Indicated Enterprise Value Range (Rounded) $276.0 $310.0 $344.0 (1) Book Value for Arthur Funding represents the Company's investment in Arthur Funding as of March 2, 2020; see Appendix A for additional details 2

 

 

DRAFT Preliminary Valuation Analysis – Personal Injury Claims Preliminary Valuation Summary Source: Management Projections Note: Indicated Enterprise Value Range represents the sum of the DCF Analysis – Simia and Sylvave and the Note: Selected Public Companies / M&A Transactions Analysis – Arthur Funding Valuation Summary - Personal Injury Funding ($ in Thousands) Enterprise Value Low Mid High DCF Analysis - Simia and Sylvave $3,200.0 $3,300.0 $3,450.0 Selected Public Companies / M&A Transactions Analysis - Arthur Funding 245.0 276.0 306.0 Indicated Enterprise Value Range (Rounded) $3,445.0 $3,576.0 $3,756.0 27

 

 

Preliminary Valuation Analysis — GAR Section 5 

 

 

DRAFT Preliminary Valuation Analysis – GAR Historical and Projected Financial Statements Source: Management Projections Historical and Projected Financial Performance - GAR ($ in Thousands) Management Projections '19A - '26P '20P - '26P FY Ending September 30, 2018A 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P CAGR Avg. Disability Fee Income $4,598.0 $4,861.0 $4,408.0 $3,772.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.2% Other Income 8.0 48.0 48.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 NM Total Revenue $4,606.0 $4,909.0 $4,456.0 $3,772.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.0% Growth NA 6.6% (24.0%) (23.2%) 20.0% 0.3% 2.0% 2.0% 2.0% 2.0% (-) Total Operating Expenses ($3,511.0) ($3,339.0) ($3,267.0) ($3,243.0) ($3,263.0) ($3,287.0) ($3,312.0) ($3,337.0) ($3,243.0) ($3,269.0) (0.3%) EBITDA $1,095.0 $1,570.0 $1,189.0 $529.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 0.7% Margin 23.8% 32.0% 26.7% 14.0% 27.9% 27.6% 28.5% 29.4% 32.7% 33.5% 27.7% Growth NA 43.4% (21.7%) (66.3%) 139.1% (0.8%) 5.3% 5.1% 13.6% 4.4% Net Working Capital $446.0 $203.0 $361.0 $320.0 $320.0 $320.0 $320.0 $320.0 $320.0 (4.6%) as a % of Total Revenue 9.1% 4.6% 9.6% 7.1% 7.0% 6.9% 6.8% 6.6% 6.5% 7.2% (1) Latest twelve months ended December 31, 2019 Note: Five Star Veterans Disability, LLC, a division of GAR ("Five Star"), represents a diminishing portfolio, in which the Company is not actively investing going forward. Note: Five Star future cash collections are projected to be $150,000 in 2020P, $75,000 in 2021P, and $0 in 2022P and thereafter. 29

 

 

Preliminary Valuation Analysis — GAR DCF Analysis - Key Assumptions As pan of its preliminary valuation analysis, Lincoln pelformad a DCF analysis utilizing the Management Projections for FY2020 through FY2026_ Beyond the projection period, Lincoln estimated the continuing value of GAR (the 'Terminal Value") by using a terminal growth rate of 2.0%, based on discussions with Management, reflecting Management's View of the long-term growth rata of GAR The following is a summary of the key assumptions used in the DCF analysis for GAR: Total revenue is projected to decrease (23_2%) to $3.77 million in FY2020 followed by a recovery to approximately S4_g million by FY2026; Total revenue decline in FY2020 is primarily driven by the Social Security Administration approving cases more quickly, which in turn reduces GARs revenue par casa due to lower levels of retroactive benefits. Total revenue growth beyond FY2022 of approximately 2% per year approximates the growth rate of the overall economy, per Management. EBITDA is projected to increase ata CAGR of 0.7% over the FY2019 through FY2026 period; GARs EBITDA margin is projected to average 27.7% over the FY2020 through FY2026 period; Net working capital, calculated on a cash-free, debt-free basis, is projected to average 7.20/0 of total revenue over the FY2020 through FY2026 period; Lincoln utilized a tax rate of 28.1%, per Management; and The resulting discrete cash flows and corresponding Terminal Value were discounted ata WACC range of to Source: Management Projections A.,LINCOLN INTERNATIONAL Sta 

 

 

DRAFT Preliminary Valuation Analysis – GAR DCF Analysis - Summary Source: Management Projections DCF Analysis - GAR ($ in Thousands) Management Projections '19A - '26P '20P - '26P FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P CAGR Avg. Total Revenue $4,456.0 $3,772.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.0% % Growth (24.0%) (23.2%) 20.0% 0.3% 2.0% 2.0% 2.0% 2.0% EBITDA $1,189.0 $529.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 0.7% % Margin 26.7% 14.0% 27.9% 27.6% 28.5% 29.4% 32.7% 33.5% 27.7% % Growth 8.6% (66.3%) 139.1% (0.8%) 5.3% 5.1% 13.6% 4.4% 1/20 - 9/20 EBIT $486.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 (-) Pro Forma Taxes @ 28.1% (136.6) (355.6) (352.8) (371.3) (390.4) (443.6) (463.3) NOPAT $349.4 $909.4 $902.2 $949.7 $998.6 $1,134.4 $1,184.7 (+/-) Net Working Capital (158.0) 41.0 0.0 0.0 0.0 0.0 0.0 Free Cash Flow $191.4 $950.4 $902.2 $949.7 $998.6 $1,134.4 $1,184.7 Discount Period 0.18 1.05 2.05 3.05 4.05 5.05 6.05 Discount Factor @ 14.00% 0.9773 0.8715 0.7644 0.6706 0.5882 0.5160 0.4526 Present Value of Unlevered Free Cash Flow $187.0 $828.2 $689.7 $636.8 $587.4 $585.3 $536.2 Terminal Value Calculations Low Mid High WACC 15.50% 14.00% 12.50% Terminal Growth Rate 2.00% 2.00% 2.00% Terminal Free Cash Flow * (1 + Terminal Growth Rate) $1,208.4 $1,208.4 $1,208.4 Capitalization Rate (WACC - Terminal Growth Rate) 13.5% 12.0% 10.5% Terminal Value (Gordon Growth) $8,951.4 $10,070.4 $11,509.0 Discount Factor 0.4182 0.4526 0.4904 Present Value of Terminal Value $3,743.4 $4,558.0 $5,643.7 Enterprise Value Low Mid High Present Value of Discrete Cash Flows $3,887.4 $4,050.7 $4,225.6 (+) Present Value of Terminal Value 3,743.4 4,558.0 5,643.7 Indicated Enterprise Value (Rounded) $7,600.0 $8,600.0 $9,900.0 Implied Enterprise Value Multiples LTM EBITDA (1) (2) $945.5 8.0x 9.1x 10.5x 2020P EBITDA 529.0 14.4x 16.3x 18.7x 2021P EBITDA 1,265.0 6.0x 6.8x 7.8x LTM Total Revenue (1) 4,456.0 1.71x 1.93x 2.22x (1) Latest twelve months ended December 31, 2019 (2) Adjusted to remove cash collections from Five Star of $243,466 31

 

 

DRAFT ▪ Lincoln analyzed eight selected public companies in the specialty finance industry. ▪ Lincoln’s selected multiples for GAR were based on a comparative analysis that considered, among other things, certain quantitative and qualitative factors including the following: geographic footprint, relative size, historical and projected financial performance and profitability, and GAR’s revenue and earnings composition. Note: None of the selected public companies is identical to GAR and Lincoln does not have access to non-public information regarding those companies. Preliminary Valuation Analysis – GAR Selected Public Companies Analysis - Summary Source: Management Projections Selected Public Companies Analysis - Summary ($ in Thousands) Selected Public Companies Selected Multiples Financial Enterprise Value Enterprise Value Multiple Low - High Median Low - High Statistic Low Mid High 2021P EBITDA 1.8x - 3.5x 2.8x 4.0x - 5.0x $1,265.0 $5,060.0 $5,692.5 $6,325.0 Indicated Enterprise Value Range (Rounded) $5,100.0 $5,700.0 $6,300.0 Implied Enterprise Value Multiples LTM EBITDA (1) (2) 1.7x 4.2x 3.2x $945.5 5.4x 6.0x 6.7x 2020P EBITDA 1.8x 3.8x 3.0x $529.0 9.6x 10.8x 11.9x LTM Total Revenue (1) 1.73x 4.20x 3.23x $4,456.0 1.14x 1.28x 1.41x (1) Latest twelve months ended December 31, 2019 (2) Adjusted to remove cash collections from Five Star of $243,466 32

 

 

DRAFT Preliminary Valuation Analysis – GAR Preliminary Valuation Summary Source: Management Projections Note: Indicated Enterprise Value Range represents the midpoint of the DCF and Selected Public Company Analyses Valuation Summary - GAR ($ in Thousands) Enterprise Value Low Mid High DCF Analysis $7,600.0 $8,600.0 $9,900.0 Selected Public Companies Analysis 5,100.0 5,700.0 6,300.0 Indicated Enterprise Value Range $6,350.0 $7,150.0 $8,100.0 Implied Enterprise Value Multiples LTM EBITDA (1) (2) $945.5 6.7x 7.6x 8.6x 2020P EBITDA 529.0 12.0x 13.5x 15.3x 2021P EBITDA 1,265.0 5.0x 5.7x 6.4x LTM Total Revenue (1) 4,456.0 1.43x 1.60x 1.82x (1) Latest twelve months ended December 31, 2019 (2) Adjusted to remove cash collections from Five Star of $243,466 33

 

 

Preliminary Valuation Analysis — Small Business Lending Section 6 

 

 

DRAFT Preliminary Valuation Analysis – Small Business Lending Historical and Projected Financial Statements Source: Management Projections  Historical and Projected Financial Performance - Small Business Lending ($ in Thousands) Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P 2025P 2026P Small Business Lending Fee Income 0.0 923.0 2,407.0 4,087.0 5,549.0 5,857.0 6,197.0 Total Revenue $0.0 $923.0 $2,407.0 $4,087.0 $5,549.0 $5,857.0 $6,197.0 Growth NA 160.8% 69.8% 35.8% 5.6% 5.8% (-) Advertising $0.0 ($160.0) ($100.0) ($100.0) ($140.0) ($140.0) ($160.0) (-) Bad Debt Expenses 0.0 (413.0) (945.0) (1,598.0) (2,115.0) (2,316.0) (2,466.0) (-) Office Salaries 0.0 (317.0) (626.0) (801.0) (873.0) (949.0) (1,039.0) (-) Payroll Taxes 0.0 (32.0) (63.0) (80.0) (87.0) (95.0) (104.0) (-) Professional Fees 0.0 (69.0) (42.0) (42.0) (48.0) (48.0) (48.0) (-) Office Expense 0.0 (18.0) (18.0) (36.0) (36.0) (36.0) (60.0) (-) Total Operating Expenses $0.0 ($1,009.0) ($1,794.0) ($2,657.0) ($3,299.0) ($3,584.0) ($3,877.0) EBITDA $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 Margin (9.3%) 25.5% 35.0% 40.5% 38.8% 37.4% Growth NM 133.3% 57.3% 1.0% 2.1% Net Income $0.0 ($60.0) $429.0 $1,001.0 $1,575.0 $1,591.0 $1,624.0 Margin (6.5%) 17.8% 24.5% 28.4% 27.2% 26.2% Growth NM 133.3% 57.3% 1.0% 2.1% Return on Equity 0.0% (2.4%) 5.6% 6.9% 6.9% 5.1% 4.2% Investment in Small Business Lending $0.0 ($2,485.0) ($7,673.0) ($14,508.0) ($22,752.0) ($30,991.0) ($39,096.0) (1) Latest twelve months ended December 31, 2019 35

 

 

Preliminary Valuation Analysis — Small Business Lending DCF Analysis - Key Assumptions As part of its preliminary valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026. Based on discussions with Management, the Company's new Small Business Landing Segment is expected to begin generating revenue in FY2021  The opportunity was recently developed by a non-independent director of the Company, who was charged with finding new areas of growth for theCompany to deploy capital • Lincoln estimated the Terminal Value of Small ausiness Lending by using a terminal book multiple of 1_6x, based on an analysis of selected public companies _ The following is a summary of the key assumptions used in the DCF analysis for Small Business Lending: Total revenue is expected to grow to S6_2 million by FY2026 as the Segment grows Its loan portfolio; EBITDA margin is projected to increase from (9.3%) to 37.4% by FY2026, inclusive of bad debt expense which is forecasted to be 6% of advances; Lincoln utilized a taxrate of 28.1%, per Management; and The resulting discrete cash flows ware discounted at a WACC range of 17.6% to 22.6%, which is commensurate With venture-like rates of return given the uncertainty and risk associated with Small Business Lending. Source: Management Projections A.,LINCOLN INTERNATIONAL Sta 

 

 

DRAFT Preliminary Valuation Analysis – Small Business Lending DCF Analysis - Summary Source: Management Projections Discounted Cash Flow Analysis - Small Business Lending ($ in Thousands) Small Business Lending Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P 2025P 2026P  Total Revenue $0.0 $923.0 $2,407.0 $4,087.0 $5,549.0 $5,857.0 $6,197.0 % Growth NA NA 160.8% 69.8% 35.8% 5.6% 5.8% EBITDA $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 % Margin NA (9.3%) 25.5% 35.0% 40.5% 38.8% 37.4% % Growth NA NA (812.8%) 133.3% 57.3% 1.0% 2.1% 1/20 - 9/20 EBIT $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 (-) Pro Forma Taxes @ 28.1% 0.0 0.0 (172.3) (401.8) (632.3) (638.7) (651.9) NOPAT $0.0 ($86.0) $440.7 $1,028.2 $1,617.8 $1,634.3 $1,668.1 (-) Investment in Small Business Lending 0.0 (2,485.0) (5,188.0) (6,835.0) (8,244.0) (8,239.0) (8,105.0) Free Cash Flow $0.0 ($2,571.0) ($4,747.3) ($5,806.8) ($6,626.3) ($6,604.7) ($6,436.9) Discount Period 0.18 1.05 2.05 3.05 4.05 5.05 6.05 Discount Factor @ 20.00% 0.9686 0.8258 0.6881 0.5735 0.4779 0.3982 0.3319 Present Value of Unlevered Free Cash Flow $0.0 ($2,123.1) ($3,266.8) ($3,329.9) ($3,166.5) ($2,630.2) ($2,136.1) Terminal Value Calculations Low Mid High Terminal Book Value $39,096.0 $39,096.0 $39,096.0 Terminal Book Multiple 1.50x 1.50x 1.50x Terminal Value (Terminal Multiple) $58,644.0 $58,644.0 $58,644.0 Discount Factor 0.2647 0.3029 0.3477 Present Value of Terminal Value $15,521.4 $17,765.9 $20,392.7 Enterprise Value Low Mid High Discount Rate 22.50% 20.00% 17.50% Present Value of Discrete Cash Flows ($15,504.7) ($16,652.7) ($17,932.1) (+) Present Value of Terminal Value 15,521.4 17,765.9 20,392.7 Indicated Enterprise Value (Rounded) $17.0 $1,113.0 $2,461.0 37

 

 

Preliminary Valuation Analysis — Corporate Overhead Section 7 

 

 

DRAFT Preliminary Valuation Analysis – Corporate Overhead Historical and Projected Financial Statements Source: Management Projections Note: Net Working Capital includes (i) Prepaid and Income Taxes Receivable, (ii) Other Assets, (iii) Accounts Payable Note: and Accrued Expenses, and (iv) Income Tax Payable Historical and Projected Financial Performance - Corporate Overhead ($ in Thousands) Management Projections FY Ending September 30, 2018A 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P Corporate Overhead Expenses ($9,292.0) ($7,831.0) ($8,055.0) ($7,490.0) ($6,546.0) ($6,182.0) ($6,012.0) ($5,258.0) ($4,837.0) ($4,713.0) Growth NA (15.7%) (29.9%) (4.4%) (12.6%) (5.6%) (2.7%) (12.5%) (8.0%) (2.6%) % of Total Company Revenue 41.8% 37.1% NA 49.9% 46.8% 41.7% 37.4% 31.2% 30.3% 30.0% Total Capital Expenditures $0.0 $119.0 $119.0 $0.0 $100.0 $0.0 $50.0 $50.0 $0.0 $0.0 Net Working Capital $4,109.0 ($686.0) ($616.0) ($1,127.0) ($1,668.0) ($1,615.0) ($1,601.0) ($1,671.0) ($1,655.0) ($1,690.0) (1) Latest twelve months ended December 31, 2019 39

 

 

Preliminary Valuation Analysis — Corporate Overhead DCF Analysis - Key Assumptions As pan of its preliminary valuation analysis, Lincoln pelformad a DCF analysis utilizing the Management Projections for FY2020 through FY2026_ Based on discussions With the Special Committee and with the Special Committee's approval, Lincoln assumed that the Company would cease operating when each of tha Company's Consumer Receivables Segment, the Simia and Sylvava portfolios have liquidated, and the Company's other Segments have matured and would be able to be sold to facilitate the wind down of the Company. As such, no terminal value was contemplated in Lincoln's DCF analysis for corporate overhead. The following is a summary of the key assumptions used in the DCF analysis, extrapolated through FY2028, based on discussions With Management, for the Company's corporate overhead: Corporate overhead expenses are expected to decrease period over period in consideration of the wind-down of Consumer Receivables and Simia / Slywave; Total capital expenditures are projected to be $100,000 for FY2021 and $60,000 for each of FY2023 and FY2024 Net working capital, calculated on a cash-free, debt-free basis, is projected to average (Sl _7) million over the FY2021 through FY2026 period; Lincoln utilized a tax rate of 28.1%, per Management; and The resulting discrete cash flows were discounted at a WACC range of 11 to Source: Management Projections A.,LINCOLN INTERNATIONAL Sta 

 

 

DRAFT Preliminary Valuation Analysis – Corporate Overhead DCF Analysis - Summary Source: Management Projections Note: Net Working Capital includes (i) Prepaid and Income Taxes Receivable, (ii) Other Assets, (iii) Accounts Payable Note: and Accrued Expenses, and (iv) Income Tax Payable DCF Analysis - Corporate Overhead ($ in Thousands) Management Projections Long-Term Projections FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P Corporate Overhead Expenses ($8,055.0) ($7,490.0) ($6,546.0) ($6,182.0) ($6,012.0) ($5,258.0) ($4,837.0) ($4,713.0) ($3,142.0) ($1,571.0) 1/20 - 9/20 EBIT ($5,080.6) ($6,659.6) ($6,195.6) ($6,067.0) ($5,306.9) ($4,857.2) ($4,731.3) ($3,145.4) ($1,573.7) (-) Pro Forma Taxes @ 28.1% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 NOPAT ($5,080.6) ($6,659.6) ($6,195.6) ($6,067.0) ($5,306.9) ($4,857.2) ($4,731.3) ($3,145.4) ($1,573.7) (+) Tax Depreciation $13.6 $113.6 $13.6 $55.0 $48.9 $20.2 $18.3 $3.4 $2.7 (-) Capital Expenditures 0.0 (100.0) 0.0 (50.0) (50.0) 0.0 0.0 0.0 0.0 (+/-) Net Working Capital 511.0 541.0 (53.0) (14.0) 70.0 (16.0) 35.0 0.0 0.0 Free Cash Flow ($4,556.0) ($6,105.0) ($6,235.0) ($6,076.0) ($5,238.0) ($4,853.0) ($4,678.0) ($3,142.0) ($1,571.0) Discount Period 0.18 1.05 2.05 3.05 4.05 5.05 6.05 7.05 8.05 Discount Factor @ 14.00% 0.9773 0.8715 0.7644 0.6706 0.5882 0.5160 0.4526 0.3970 0.3483 Present Value of Unlevered Free Cash Flow ($4,452.7) ($5,320.3) ($4,766.3) ($4,074.3) ($3,081.1) ($2,504.0) ($2,117.3) ($1,247.5) ($547.1) Enterprise Value Low Mid High WACC 16.50% 14.00% 11.50% Present Value of Discrete Cash Flows ($26,461.9) ($28,110.7) ($29,968.2) Indicated Enterprise Value (Rounded) ($26,500.0) ($28,100.0) ($30,000.0) (1) Latest twelve months ended December 31, 2019 41

 

 

Valuation Support Appendix A 

 

 

DRAFT Summary of Key Changes from January 16, 2020 Presentation Historical and Projected Financial Statements – Original Management Projections Source: Original Management Projections, as provided to Lincoln by Management on December 9, 2019 Historical and Projected Financial Statements - Original Management Projections ($ in Thousands) Fiscal Year Ended September 30, 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P Consumer Receivables $15,863.0 $14,050.0 $9,106.0 $7,161.0 $5,858.0 $4,743.0 $3,860.0 $2,671.0 $2,051.0 Personal Injury Claims Funding 1,754.0 2,202.0 84.0 151.0 202.0 422.0 498.0 579.0 660.0 Smal l Bus ines s Lending Fee Income 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 GAR 4,598.0 4,861.0 5,200.0 5,200.0 5,200.0 5,200.0 5,200.0 5,200.0 5,200.0 Total Revenue $22,215.0 $21,113.0 $14,390.0 $12,512.0 $11,260.0 $10,365.0 $9,558.0 $8,450.0 $7,911.0 Growth NA (5.0%) (31.8%) (13.1%) (10.0%) (7.9%) (7.8%) (11.6%) (6.4%) (+) Other Income (1) 4,179.0 706.0 115.0 27.0 5.0 5.0 5.0 5.0 5.0 Total Income $26,394.0 $21,819.0 $14,505.0 $12,539.0 $11,265.0 $10,370.0 $9,563.0 $8,455.0 $7,916.0 (-) General & Admini s trative Expenses (5,774.0) (5,385.0) (6,082.0) (5,622.0) (5,602.0) (5,653.0) (5,527.0) (5,512.0) (5,527.0) EBITDA (Pre-Corporate Overhead) $20,620.0 $16,434.0 $8,423.0 $6,917.0 $5,663.0 $4,717.0 $4,036.0 $2,943.0 $2,389.0 Growth NA (20.3%) (48.7%) (17.9%) (18.1%) (16.7%) (14.4%) (27.1%) (18.8%) Margin 78.1% 75.3% 58.1% 55.2% 50.3% 45.5% 42.2% 34.8% 30.2% (-) Corporate Overhead (9,311.0) (7,895.0) (7,508.0) (6,913.0) (6,919.0) (6,933.0) (6,948.0) (6,964.0) (6,961.0) Growth NA (15.2%) (4.9%) (7.9%) 0.1% 0.2% 0.2% 0.2% (0.0%) EBITDA (Pos t-Corporate Overhead) $11,309.0 $8,539.0 $915.0 $4.0 ($1,256.0) ($2,216.0) ($2,912.0) ($4,021.0) ($4,572.0) Growth NA (24.5%) (89.3%) (99.6%) NM NM NM NM NM Margin 42.8% 39.1% 6.3% 0.0% (11.1%) (21.4%) (30.5%) (47.6%) (57.8%) (1) Excludes interes t income attributable to U.S. Treasuries 43

 

 

DRAFT Source: First Revised Management Projections, as provided to Lincoln by Management on January 6, 2020 Summary of Key Changes from January 16, 2020 Presentation Historical and Projected Financial Statements – First Revised Management Projections Historical and Projected Financial Statements - First Revised Management Projections ($ in Thousands) Fiscal Year Ended September 30, 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P Consumer Receivables $15,863.0 $14,050.0 $9,106.0 $7,161.0 $5,624.0 $4,601.0 $3,816.0 $2,671.0 $2,051.0 Personal Injury Claims Funding 1,754.0 2,202.0 84.0 151.0 202.0 422.0 498.0 579.0 660.0 Smal l Bus ines s Lending Fee Income 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 GAR 4,598.0 4,861.0 3,952.0 4,528.0 4,542.0 4,633.0 4,726.0 4,821.0 4,917.0 Total Revenue $22,215.0 $21,113.0 $13,142.0 $11,840.0 $10,368.0 $9,656.0 $9,040.0 $8,071.0 $7,628.0 Growth NA (5.0%) (37.8%) (9.9%) (12.4%) (6.9%) (6.4%) (10.7%) (5.5%) (+) Other Income (1) 4,179.0 862.0 115.0 27.0 5.0 5.0 5.0 5.0 5.0 Total Income $26,394.0 $21,975.0 $13,257.0 $11,867.0 $10,373.0 $9,661.0 $9,045.0 $8,076.0 $7,633.0 (-) General & Admini s trative Expenses (5,774.0) (5,537.0) (5,834.0) (5,396.0) (5,391.0) (5,468.0) (5,367.0) (5,378.0) (5,417.0) EBITDA (Pre-Corporate Overhead) $20,620.0 $16,438.0 $7,423.0 $6,471.0 $4,982.0 $4,193.0 $3,678.0 $2,698.0 $2,216.0 Growth NA (20.3%) (54.8%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) Margin 78.1% 74.8% 56.0% 54.5% 48.0% 43.4% 40.7% 33.4% 29.0% (-) Corporate Overhead (9,292.0) (7,831.0) (7,422.0) (6,885.0) (6,899.0) (6,913.0) (6,928.0) (6,944.0) (6,961.0) Growth NA (15.7%) (5.2%) (7.2%) 0.2% 0.2% 0.2% 0.2% 0.2% EBITDA (Pos t-Corporate Overhead) $11,328.0 $8,607.0 $1.0 ($414.0) ($1,917.0) ($2,720.0) ($3,250.0) ($4,246.0) ($4,745.0) Growth NA (24.0%) (100.0%) NM NM NM NM NM NM Margin 42.9% 39.2% 0.0% (3.5%) (18.5%) (28.2%) (35.9%) (52.6%) (62.2%) (1) Excludes interes t income attributable to U.S. Treasuries 44

 

 

DRAFT Source: Adjusted Management Projections, as provided to the Special Committee by Lincoln on January 13, 2020 Summary of Key Changes from January 16, 2020 Presentation Historical and Projected Financial Statements – Adjusted Management Projections Historical and Projected Financial Statements - Adjusted Management Projections ($ in Thousands) Fiscal Year Ended September 30, 2018A 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P Consumer Receivables $15,863.0 $14,050.0 $9,106.0 $7,161.0 $5,624.0 $4,601.0 $3,816.0 $2,671.0 $2,051.0 Personal Injury Claims Funding 1,754.0 2,202.0 84.0 151.0 202.0 422.0 498.0 579.0 660.0 Smal l Bus ines s Lending Fee Income 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 GAR 4,598.0 4,861.0 3,952.0 4,528.0 4,542.0 4,633.0 4,726.0 4,821.0 4,917.0 Total Revenue $22,215.0 $21,113.0 $13,142.0 $11,840.0 $10,368.0 $9,656.0 $9,040.0 $8,071.0 $7,628.0 Growth NA (5.0%) (37.8%) (9.9%) (12.4%) (6.9%) (6.4%) (10.7%) (5.5%) (+) Other Income (1) 4,179.0 862.0 115.0 27.0 5.0 5.0 5.0 5.0 5.0 Total Income $26,394.0 $21,975.0 $13,257.0 $11,867.0 $10,373.0 $9,661.0 $9,045.0 $8,076.0 $7,633.0 (-) General & Admini s trative Expenses (5,774.0) (5,537.0) (5,834.0) (5,396.0) (5,391.0) (5,468.0) (5,367.0) (5,378.0) (5,417.0) EBITDA (Pre-Corporate Overhead) $20,620.0 $16,438.0 $7,423.0 $6,471.0 $4,982.0 $4,193.0 $3,678.0 $2,698.0 $2,216.0 Growth NA (20.3%) (54.8%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) Margin 78.1% 74.8% 56.0% 54.5% 48.0% 43.4% 40.7% 33.4% 29.0% (-) Corporate Overhead (9,292.0) (7,831.0) (7,422.0) (6,470.1) (4,981.3) (4,192.4) (3,677.5) (2,697.6) (2,215.7) Growth NA (15.7%) (5.2%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) EBITDA (Pos t-Corporate Overhead) $11,328.0 $8,607.0 $1.0 $0.9 $0.7 $0.6 $0.5 $0.4 $0.3 Growth NA (24.0%) (100.0%) (12.8%) (23.0%) (15.8%) (12.3%) (26.6%) (17.9%) Margin 42.9% 39.2% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% (1) Excludes interes t income attributable to U.S. Treasuries 45

 

 

DRAFT Summary of Key Changes from January 16, 2020 Presentation Historical and Projected Financial Statements – Management Projections Source: Management Projections, as provided to Lincoln by Management on February 21, 2020 Historical and Projected Financial Statements - Management Projections ($ in Thousands) Fiscal Year Ended September 30, 2019A 2020P 2021P 2022P 2023P 2024P 2025P 2026P Consumer Receivables $14,050.0 $10,498.0 $7,889.0 $6,138.0 $5,022.0 $4,214.0 $2,915.0 $2,239.0 Personal Injury Claims Funding 2,202.0 733.0 661.0 1,739.0 2,344.0 2,370.0 2,361.0 2,361.0 Smal l Bus ines s Lending Fee Income 0.0 0.0 923.0 2,407.0 4,087.0 5,549.0 5,857.0 6,197.0 GAR 4,861.0 3,772.0 4,528.0 4,542.0 4,633.0 4,726.0 4,821.0 4,917.0 Total Revenue $21,113.0 $15,003.0 $14,001.0 $14,826.0 $16,086.0 $16,859.0 $15,954.0 $15,714.0 Growth n/a (28.9%) -6.68% 5.89% 8.50% 4.81% (5.4%) (1.5%) (+) Other Income (1) 862.0 118.0 27.0 5.0 5.0 5.0 5.0 5.0 Total Income $21,975.0 $15,121.0 $14,028.0 $14,831.0 $16,091.0 $16,864.0 $15,959.0 $15,719.0 (-) General & Admini s trative Expenses (5,537.0) (4,531.0) (6,166.0) (7,084.0) (7,944.0) (8,493.0) (8,633.0) (8,888.0) EBITDA (Pre-Corporate Overhead) $16,438.0 $10,590.0 $7,862.0 $7,747.0 $8,147.0 $8,371.0 $7,326.0 $6,831.0 Growth n/a (35.6%) (25.8%) (1.5%) 5.2% 2.7% (12.5%) (6.8%) Margin 74.8% 70.0% 56.0% 52.2% 50.6% 49.6% 45.9% 43.5% (-) Corporate Overhead (7,831.0) (7,490.0) (6,546.0) (6,182.0) (6,012.0) (5,258.0) (4,837.0) (4,713.0) Growth n/a (4.4%) (12.6%) (5.6%) (2.7%) (12.5%) (8.0%) (2.6%) EBITDA (Pos t-Corporate Overhead) $8,607.0 $3,100.0 $1,316.0 $1,565.0 $2,135.0 $3,113.0 $2,489.0 $2,118.0 Growth n/a (64.0%) (57.5%) 18.9% 36.4% 45.8% (20.0%) (14.9%) Margin 39.2% 20.5% 9.4% 10.6% 13.3% 18.5% 15.6% 13.5% (1) Excludes interes t income attributable to U.S. Treasuries 46

 

 

DRAFT Preliminary Valuation Support Historical and Projected Financial Statements - Consumer Receivables (U.S.) Source: Management Projections Historical and Projected Financial Performance - Consumer Receivables (U.S.) (1) ($ in Thousands) Consumer Receivables (U.S.) Projections Long-Term Projections '19A - '29P '20P - '29P FY Ending September 30, 2018A 2019A LTM (2) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg. Finance Income $12,190.4 $10,797.1 $10,518.9 $8,364.6 $6,465.9 $5,241.4 $4,355.6 $3,660.0 $2,777.0 $2,239.0 $1,791.2 $1,433.0 $1,146.4 (20.1%) Other Income $3,133.1 $594.0 $567.9 $90.7 $20.7 $3.8 $3.8 $3.8 $3.8 $5.0 $5.0 $5.0 $5.0 (38.0%) Total Revenue $15,323.4 $11,391.1 $11,086.8 $8,455.2 $6,486.7 $5,245.2 $4,359.4 $3,663.8 $2,780.8 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (20.5%) Growth NA (25.7%) (38.6%) (25.8%) (23.3%) (19.1%) (16.9%) (16.0%) (24.1%) (19.3%) (20.0%) (19.9%) (19.9%) (-) Total Operating Expenses ($1,323.3) ($1,656.1) ($1,296.4) ($919.9) ($910.9) ($867.4) ($749.9) ($656.9) ($625.0) ($584.0) ($584.0) ($584.0) ($584.0) (9.9%) EBITDA $14,000.1 $9,735.1 $9,790.4 $7,535.4 $5,575.7 $4,377.8 $3,609.5 $3,006.9 $2,155.8 $1,660.0 $1,212.2 $854.0 $567.4 (24.7%) Margin 91.4% 85.5% 88.3% 89.1% 86.0% 83.5% 82.8% 82.1% 77.5% 74.0% 67.5% 59.4% 49.3% 75.1% Growth NA (30.5%) (39.6%) (22.6%) (26.0%) (21.5%) (17.5%) (16.7%) (28.3%) (23.0%) (27.0%) (29.6%) (33.6%) Net Working Capital $3,461.2 $1,739.8 $1,436.3 $1,016.7 $342.7 $120.7 $67.6 $55.3 $37.7 $29.2 $23.4 $18.7 $15.0 (37.8%) as a % of Total Revenue 22.6% 15.3% 13.0% 12.0% 5.3% 2.3% 1.6% 1.5% 1.4% 1.3% 1.3% 1.3% 1.3% 2.9% (1) Total operating expenses have been allocated between the U.S. and International Consumer Receivables Segments based on each of the U.S. and International Segment's respective total revenue contribution (2) Latest twelve months ended December 31, 2019 47

 

 

DRAFT Preliminary Valuation Support Historical and Projected Financial Statements - Consumer Receivables (International) Source: Management Projections Historical and Projected Financial Performance - Consumer Receivables (International) (1) ($ in Thousands) Consumer Receivables (International) Projections '19A - '25P '20P - '25P FY Ending September 30, 2018A 2019A LTM (2) 2020P 2021P 2022P 2023P 2024P 2025P CAGR Avg. Finance Income $3,672.6 $3,252.9 $3,169.1 $2,133.4 $1,423.1 $896.6 $666.4 $554.0 $138.0 (40.9%) Other Income 943.9 179.0 171.1 27.3 6.3 1.2 1.2 1.2 1.2 (56.8%) Total Revenue $4,616.6 $3,431.9 $3,340.2 $2,160.8 $1,429.3 $897.8 $667.6 $555.2 $139.2 (41.4%) Growth NA (25.7%) (38.6%) (37.0%) (33.9%) (37.2%) (25.6%) (16.8%) (74.9%) (-) Total Operating Expenses ($398.7) ($498.9) ($390.6) ($277.1) ($226.1) ($164.6) ($127.1) ($110.1) ($34.0) (36.1%) EBITDA $4,217.9 $2,932.9 $2,949.6 $1,883.6 $1,203.3 $733.2 $540.5 $445.1 $105.2 (42.6%) Margin 91.4% 85.5% 88.3% 87.2% 84.2% 81.7% 81.0% 80.2% 75.6% 81.6% Growth NA (30.5%) (39.6%) (35.8%) (36.1%) (39.1%) (26.3%) (17.7%) (76.4%) Net Working Capital $1,042.8 $524.2 $432.7 $306.3 $103.3 $36.3 $20.4 $16.7 $11.3 (47.2%) as a % of Total Revenue 22.6% 15.3% 13.0% 14.2% 7.2% 4.0% 3.1% 3.0% 8.2% 6.6% (1) Total operating expenses were allocated between the U.S. and International Consumer Receivables Segments based on each of the U.S. and International Segment's (1) respective total revenue contribution (2) Latest twelve months ended December 31, 2019 48

 

 

DRAFT Preliminary Valuation Support Portfolio Details - Arthur Funding Source: Management Arthur Funding - Portfolio Overview ($ actual)  Date Funded Redacted Client Name Funded Amount 05/22/19 Client 1 $ 8,532.50  06/20/19 Client 1 2,000.00 07/25/19 Client 1 1,500.00 08/29/19 Client 1 2,500.00 09/30/19 Client 1 3,000.00 10/25/19 Client 1 5,000.00 12/23/19 Client 1 2,500.00 02/19/20 Client 1 1,500.00 06/06/19 Client 2 35,604.00 07/05/19 Client 2 1,000.00 08/05/19 Client 2 1,000.00 09/05/19 Client 2 1,000.00 10/04/19 Client 2 1,000.00 11/05/19 Client 2 1,000.00 12/05/19 Client 2 1,000.00 01/06/20 Client 2 1,000.00 02/05/20 Client 2 1,000.00 06/06/19 Client 3 34,370.00 07/15/19 Client 3 4,000.00 08/15/19 Client 3 4,000.00 09/16/19 Client 3 4,000.00 10/15/19 Client 3 4,000.00 11/15/19 Client 3 4,000.00 12/11/19 Client 3 1,500.00 12/13/19 Client 3 4,000.00 01/21/20 Client 3 4,000.00 02/13/20 Client 3 4,500.00 06/11/19 Client 4 1,355.34 08/16/19 Client 4 10,000.00 08/28/19 Client 4 1,500.00 Arthur Funding - Portfolio Overview ($ actual) Date Funded Redacted Client Name Funded Amount  10/01/19 Client 4 1,500.00 11/01/19 Client 4 1,500.00 11/27/19 Client 4 1,500.00 01/06/20 Client 4 1,500.00 02/03/20 Client 4 1,500.00 06/13/19 Client 5 3,460.00 07/05/19 Client 5 1,000.00 07/25/19 Client 5 10,000.00 09/03/19 Client 5 2,000.00 10/15/19 Client 5 1,500.00 12/09/19 Client 5 2,500.00 01/16/20 Client 5 2,000.00 02/10/20 Client 5 1,500.00 06/17/19 Client 6 37,500.00 07/26/19 Client 7 17,245.50 09/09/19 Client 7 1,000.00 11/22/19 Client 7 1,000.00 02/03/20 Client 7 1,000.00 07/30/19 Client 8 2,000.00 09/10/19 Client 8 2,000.00 10/04/19 Client 8 2,500.00 12/04/19 Client 8 2,500.00 01/02/20 Client 8 1,000.00 09/05/19 Client 9 5,000.00 11/05/19 Client 10 10,000.00 02/24/20 Client 11 5,000.00 02/28/20 Client 12 5,000.00 Total $275,567.34 49

 

 

DRAFT Preliminary Valuation Support Portfolio Details - Arthur Funding (continued) Source: Management Arthur Funding - Portfolio Fundings by Client ($ actual) Date Funded Redacted Client Name Funded Amount Various Client 1 $26,532.50 Various Client 2 43,604.00 Various Client 3 68,370.00 Various Client 4 20,355.34 Various Client 5 23,960.00 6/17/2019 Client 6 37,500.00Various Client 7 20,245.50 Various Client 8 10,000.00 9/5/2019 Client 9 5,000.00 11/5/2019 Client 10 10,000.00 2/24/2020 Client 11 5,000.00 2/28/2020 Client 12 5,000.00 Total $275,567.34 Arthur Funding - Portfolio Fundings by Month ($ actual) Month Funded Funded Amount May-19 $8,532.50 Jun-19 114,289.34 Jul-19 36,745.50 Aug-19 19,000.00 Sep-19 18,000.00 Oct-19 15,500.00 Nov-19 19,000.00  Dec-19 14,000.00 Jan-20 9,500.00 Feb-20 21,000.00 Total $275,567.34 50

 

 

DRAFT Preliminary Valuation Support – GAR & Personal Injury Selected Public Companies - Valuation Multiples Source: S&P Capital IQ and Public Filings  Selected Public Companies Analysis - Enterprise Valuation Multiples ($ in millions) Enterprise Value as a Multiple of Company Name Stock Price as of 3/12/20 % of 52 Week High Enterprise Value LTM EBITDA 2020 EBITDA 2021 EBITDA LTM Revenue Arrow Global Group PLC $1.96 51.14% NA NMF NMF NMF NMF Axactor SE 0.63 26.87% $1,042 3.3x 2.3x 2.4x 3.26x Cembra Money Bank AG 94.36 72.58% NA NMF NMF NMF NMF Collection House Limited 0.68 79.49% 195 1.7x 1.8x 1.8x 1.73x Credit Acceptance Corporation 368.42 72.24% NA NMF NMF NMF NMF Encore Capital Group, Inc. 33.29 82.89% 4,460 3.2x 3.0x 2.8x 3.17x KRUK Spólka Akcyjna 22.23 45.15% 1,067 3.2x 3.1x 3.0x 3.23x PRA Group, Inc. 31.48 79.54% 4,267 4.2x 3.8x 3.5x 4.20x Average $69.13 63.74% $2,206 3.1x 2.8x 2.7x 3.12x Median 26.86 72.41% 1,067 3.2x 3.0x 2.8x 3.23x Selected Public Companies Analysis - Equity Valuation Multiples ($ in millions) Equity Value as a Multiple of Company Name Stock Price as of 3/12/20 % of 52 Week High Market Capitalization Book Value Tangible Book Value LTM Earnings Arrow Global Group PLC $1.96 51.14% $344 1.33x NMF 7.8x Axactor SE 0.63 26.87% 117 0.31x 0.43x 6.0x Cembra Money Bank AG 94.36 72.58% 2,772 2.46x 3.19x 16.5x Collection House Limited 0.68 79.49% 97 0.59x 0.69x 4.4x Credit Acceptance Corporation 368.42 72.24% 6,742 2.89x 2.89x 10.7x Encore Capital Group, Inc. 33.29 82.89% 1,035 1.01x NMF 6.2x KRUK Spólka Akcyjna 22.23 45.15% 422 0.82x 0.86x 5.9x PRA Group, Inc. 31.48 79.54% 1,430 1.22x 2.09x 16.7x Average $69.13 63.74% $1,620 1.33x 1.69x 9.3x Median 26.86 72.41% 729 1.12x 1.47x 7.0x 51

 

 

DRAFT Preliminary Valuation Support – Small Business Lending Selected Public Companies - Valuation Multiples  Source: S&P Capital IQ and Public Filings 52 Selected Public Companies Analysis - Equity Valuation Multiples ($ in millions) Equity Value as a Multiple of Company Name Stock Price as of 3/12/20 % of 52 Week High Market Capitalization Book Value Tangible Book Value LTM Earnings Atlanticus Holdings Corporation $7.80 42.67% $112 NMF NMF 2.5x Enova International, Inc. 15.24 47.70% 495 1.33x 7.34x 4.1x EZCORP, Inc. 3.83 34.04% 213 0.28x 0.56x 29.8x Marlin Business Services Corp. 12.08 47.48% 145 0.67x 0.72x 5.5x On Deck Capital, Inc. 1.44 24.32% 96 0.33x 0.33x 4.0x Regional Management Corp. 20.39 58.37% 225 0.74x 0.77x 5.4x World Acceptance Corporation 58.00 33.00% 419 1.07x 1.16x 10.8x Average $16.97 41.08% $243 0.74x 1.81x 8.9x Median 12.08 42.67% 213 0.71x 0.74x 5.4x Selected Public Companies Analysis - Enterprise Valuation Multiples ($ in millions) Enterprise Value as a Multiple of Company Name Stock Price as of 3/12/20 % of 52 Week High Enterprise Value LTM EBITDA 2020 EBITDA 2021 EBITDA LTM Revenue Atlanticus Holdings Corporation $7.80 42.67% NA NMF NMF NMF NMF Enova International, Inc. 15.24 47.70% NA NMF NMF NMF NMF EZCORP, Inc. 3.83 34.04% 546 0.6x 0.6x 0.6x 0.64x Marlin Business Services Corp. 12.08 47.48% NA NMF NMF NMF NMF On Deck Capital, Inc. 1.44 24.32% NA NMF NMF NMF NMF Regional Management Corp. 20.39 58.37% 1,049 3.1x 2.6x 2.3x 3.07x World Acceptance Corporation 58.00 33.00% 1,115 1.9x 1.9x 1.8x 1.91x Average 16.97 41.08% 903 1.9x 1.7x 1.5x 1.9x Median 12.08 42.67% 1,049 1.9x 1.9x 1.8x 1.9x

 

 

DRAFT Preliminary Valuation Support Selected M&A Transactions Analysis Source: S&P Capital IQ and Public Filings Selected M&A Transactions Analysis ($ in millions) Closed Equity Equity Value / Date Target Acquirer Target Description Value Book Value LTM Earnings Jul-14 Aktiv Kapital ASA Portfolio Recovery Associates, Inc. (nka:PRA Group, Inc.) As of July 16, 2014, Aktiv Kapital ASA was acquired by PRA Group, Inc. Aktiv Kapital ASA, together with its subsidiaries, engages in the acquisition, collection, and management of unsecured non-performing loans. $872.6 2.02x 6.1xJun-13 Asset Acceptance Capital Corp. Encore Capital Group, Inc. Asset Acceptance Capital Corp. engages in the purchase and collection of defaulted and charged-off  accounts receivable portfolios from consumer credit originators in the United States.215.2 1.43x 36.6x Mar-12 Aktiv Kapital ASA Geveran Trading Co., Ltd. As of July 16, 2014, Aktiv Kapital ASA was acquired by PRA Group, Inc. Aktiv Kapital ASA, together with its subsidiaries, engages in the acquisition, collection, and management of unsecured non-performing loans. 1,416.3 0.94x 5.4x Average $834.7 1.46x 16.0x Median 872.6 1.43x 6.1x 53

 

 

Fully-Diluted Shares Outstanding Appendix B

 

 

DRAFT Fully-Diluted Shares Outstanding Source: Management (1) Shares outstanding as of February 18, 2020 (2) Dilution from outstanding options was calculated using the Treasury Stock Method and Lincoln’s range of per (2) share value indications ($11.28 / $11.46 / $11.68, respectively) Fully-Diluted Shares Outstanding Low Mid High Shares Outstanding (1) 6,567,765 6,567,765 6,567,765 Options Outstanding (2) 198,550 206,842 216,449 Fully-Diluted Shares Oustanding 6,766,315 6,774,607 6,784,214 55

 

 

Asta Trading Analysis Appendix C

 

 

DRAFT Asta Trading Analysis Ownership and Common Stock Overview Source: S&P Capital IQ and Company SEC filings Notes: “Insiders” in the pie chart above includes the holdings of: (i) Ricky Stern, (ii) GMS Family Investors LLC, Notes: (iii) Asta Group, Inc., (iv) Gary Stern, and (v) Emily Stern 2012 Gst Trust Asta - Common Stock Overview Asta - Historical Daily Trading Volume Stock Price as of March 12, 2020 $10.38 One-Week Average 16,013 Two -Week Average 10,808 One-Month Average 6,827 Stock Price as of March 12, 2019 4.80 % of Shares Outstanding 0.2% % of Shares Outstanding 0.2% % of Shares Outstanding 0.1% Stock Price as of March 12, 2018 4.20 % of Float 0.7% % of Float 0.5% % of Float 0.3% 30-Day Volume Weighted Average Price ("VWAP") $9.94 Two-Month Average 5,019 Six-Month Average 4,223 One-Year Average 5,327 60-Day VWAP 10.09 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% 90-Day VWAP 10.17 % of Float 0.2% % of Float 0.2% % of Float 0.2% 52-Week Average Closing Price $7.84 Two-Year Average 6,088 Three-Year Average 9,584 Four-Year Average 13,010 52-Week High Closing Price 10.43 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% % of Shares Outstanding 0.2% 52-Week Low Closing Price 4.27 % of Float 0.3% % of Float 0.4% % of Float 0.5% 104-Week Average Closing Price $5.85 Total Shares Outstanding 6,567,765 104-Week High Closing Price 10.43 Public Float Shares 2,374,630 104-Week Low Closing Price 2.85 Public Float % 36.2% Source: S&P Capital IQ Shareholder Total Shares % of Total Stern, Ricky 1,178,382 17.9% GMS Family Investors LLC 871,500 13.3% Asta Group, Inc. 842,000 12.8% Stern, Gary 691,165 10.5% RBF Capital LLC 400,000 6.1% BlackRock, Inc. 278,304 4.2% Emily Stern 2012 Gst Trust 187,590 2.9% Dimensional Fund Advisors L.P. 84,433 1.3% Bridgeway Capital Management, Inc. 83,600 1.3% Geode Capital Management, LLC 39,457 0.6% Top 10 Shareholders 4,656,431 70.9% All Other Shareholders 1,911,334 29.1% Total Shares Outstanding 6,567,765 100.0% Institutional 8.5% Insiders 57.4% Public and Other 34.1% 57

 

 

DRAFT Asta Trading Analysis 2-Year Trading History Source: S&P Capital IQ 0.00 0.05 0.10 0.15 0.20 0.25 0.30 0.35 0.40 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 Volume (thousands) Share Price Consideration: $11.05 Gary Stern offer to take the Company private on October 30, 2019 at $10.75 per share 58

 

 

Illustrative Premiums Paid Analysis Appendix D

 

 

DRAFT Illustrative Premiums Paid Analysis Source: S&P Capital IQ Notes: Data excludes negative premiums, includes only announced, effective, and closed deals over the prior five years, and includes transactions with a majority shareholder purchasing remaining shares Illustrative Premiums Paid Analysis Stock Price Premium (Median) Criteria Number of Transactions 1-Day Prior (%) 1-Week Prior (%) 1-Month Prior (%) All Diversified Financials Deals 41 20.7% 27.6% 21.5% All Deals with Enterprise Value < $500 million 217 17.8% 20.0% 18.8% All United States Deals 28 30.2% 31.6% 37.2% All Deals with Majority Shareholder Purchasing Remaining Shares 367 17.2% 18.8% 19.5% Asta - Stock Price as of October 30, 2019 (1) $6.79 $6.70 $7.00 Proposed Transaction @ $11.05 62.7% 64.9% 57.9% Asta - 1-Year Trailing VWAP as of October 30, 2019 (1) $5.77 Proposed Transaction @ $11.05 91.7% Asta - Stock Price as of March 12, 2020 $9.53 $9.97 $10.31 Proposed Transaction @ $11.05 15.9% 10.8% 7.1% Asta - 1-Year Trailing VWAP as of March 12, 2020 $7.84 Proposed Transaction @ $11.05 15.2% 60

 

Exhibit (c)(5)

 

ru-lNCOLN INTERNATIONAL CONFIDENTIAL Fairness Analysis Presentation to: The Special Committee of the Board of Directors of Asta Funding, Inc. April 8, 2020  sta 

 

 

Disclaimer and Confidentiality Statement This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectives', the •Materials'), are provided to, and soleb' for the information of, the Committee (as defined herein) of the Company (as defined herein) in connection with the Committee's consideration of a Proposed Transaction (as defined herein) This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions held with Lincoln (as defined herein) in connection therewttm Any defined terms used hereinshall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the Materials The Materials are for discussion purposes onbq Lincoln expressb' disclaims any and all liability which may be based on the Materials and any errors therein or omissions therefrom The Materials were prepared for specific persons familiar wth the business and affairs of the Company for use in a specific context and were not prepared wth a view toward public disclosure or to conform with any dScIcsure standards under any state, federal or international securities or other Gws, rules or regulations, and none of the Committee, the Company, or Lincoln takes any raponsibilty for the use of the Materials persons other than the Committee and the Compan•y The Materials are provided on a confidential basissoleb' for the information of the Committee and the Company, other than as described in the engagement letter between Lincoln and the Company, dated November 22, 2019 (as amended on February 29, 2020, the •Enaaaement Letter'), and may not be dScIosed, summarized, reproduced, disseminated, quoted, or otherwee referred to, in whole or in part, without Lincoln's express prior written consent The Materials are nec—sarib' based on financial, economic, market, and other condtions as in effect on, and the information available to Lincoln as of, the date of the Materials Athough subsequent developments may affect the contents of the Materials, Lincoln has not undertaken, and is under no obligation, to update, revise, or reaffirm the Materials The Materials are not intended to provide the sole basis for evaluation of the Proposed Transaction and do not purport to contain all information that may be required to do sm The Materials do not address the underb'ing business decision of the Company or any other party to proceed with or effect the Proposed Transactiom The Materials do not constitute any opinion, nor do the Materials constitute a recommendation to the Commttee, the Company, any securty holder of the Company, or any other party as to how to vote or act with respect to any matter relating to the Proposed Transaction or otherwise Lincoln's ony opinion is the Opinion (as defined herein), if any, that is actualty delivered to the Committee The Materials may not reflect fiformation known to other professionals other business areas of Lincoln and ts affiliates The preparation of the Materials was a complex proc—s involving quantitative and qualitative judgments and deter minations with respect to the financial, comparative, and other anab'tic methods employed and the adaption and application of these methods to the unique facts and circumstanc— praented and, therefore, is not readib' susceptible to partial anatysS or summary descriptiom Furthermore, Lincoln did not attibute any particular weight to any anaysS or factor considered b,' t, but rather made qualitative judgments as to the significance and relevance of each anatysis and factor Each anatytical technique has inherent strengths and weakness—, and the nature of the available information may further affect the value of particular techniqu— Accordingb', the anatys— contained in the Materials must be considered as a whole Selecting portions of the anatys—, anatytic methods and factors without considering all anatyses and factors could create a misleading or incomplete viei% The Materials reflect judgments and assumptions with regard to industry pefformance, general business, economic, regulatory, market, financial conditions, and other matters, many of which are beyondthe controlofthe participants in the Proposed Transactiom Any estimates of value contained in the Materials are not necessarily indicative of actual value or predictive of future resuts or values, whidl may be significantly more or less favorable Any anatys— relating to the value of asseÉ, businesses, or securities do not purport to be appraisals or to reflect the prees at whizh any asseÉ, busin—s—, or securities may actually be The Materials do not constitute a fairness opinion, solvency opinion, valuaton opinion, credit rating, an anatysis of the Company's credit worthin—s, as tu advice, or as accounting advice The Materials do not ad&ess any other terms, aspects, or implications of the Proposed Transaction, or any agreements, arrangements, or understandin* entered into in connection with the Proposed Transaction or othewee Furthermore, the Materials do not addr—s the fairn—s of any portion or aspect of the Proposed Transaction to any party In preparing the Materials, Lincoln has not conducted any physeal inspection or independent appraisal or evaluation of any of the assets, properties, or liabilities (contingent or other-wee) of the Company or any other party Q,LINCOLN INTERNATIONAL Sta 

 

 

Disclaimer and Confidentiality Statement (cont'd) Except as other-wee noted in the Materials, all budgets, projections, estimates, financial anatys—, reports, and other information with respect to operations (including estimates of potential cost savings and expense reflected in the Materials have been liepared management of the Company CManaaementE) or are derived from such budgeB, projections, —timates, financial anatys—, reports and other information or from other sourc—, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable The budgets, projections and estimates contained in the Materials may or may not be achieved and differenc— between Injected resu& and those actualb' achieved may be material Lincoln has relied upon repr—entations made by Management and other participants in the Proposed Transaction that such budgets, Injections, and estimates have been reasonabty prepared in good faith on bases reflecting the best currents' available estimates and judgments of such Management (or, with rapect to information obtained from public sources, repr—ent reasonable estimates), and Lincoln expr—ses no opinion wth respect to such budgets, Injections, or estimates orthe assumptions on which they are based Lincoln has assumed and relied upon the accuracy and completeness of the financial and other information provided to, decussed with or reviewed by t without (and without assuming responsibilty for) independent verification of such information, makes no repr—entation or warranty (EKIyess or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other parttipants in the Proposed Transaction that they are not aware of any facts or circumstances that would make such information inaccurate or In addition, Lincoln has relied upon and assumed, without independent verification, that there has been no change in the business, asseÉ, liabilities, financial condition, resu& of operations, cash flows, or licspecÉ of the Company or any other participant in the Proposed Transaction since the respectVe dates of the most recent financial statements and other in formation, financial or otherwise, prodded to, discussed with or reviewed by Lincoln that would be material to ts anatyses, and that the final forms of any draft documents reviewed by Lincoln will not differ in any material respect from such draft documents The Materials do not constitute a commitment by Lincoln or any of ts affiliates to undewrite, for or place any securities, to extend or arrange credit, or to grovide any other services Lincoln provides mergers and acquisitions, restucturing, and other adv—ory servees to clients, which may have in the past included, or may currentb' or in the future include, one or more interested parties to the Proposed Transaction (each an for whCh ser.'ic— Lincoln has receVed, and may receVe, compensatiom Although Lincoln in the course of such activities and relationships or othewee may have acquired, or may in the future acquire, information about one or more Interested Parties or the Proposed Transaction, or that otherwise may be of interest to the Company, Lincoln shall have no obligation to, and may not be contractualb' permitted to, disclose such information, or the fact that Lincoln is in possession ofsuch information, to the Company or to use such information on the Companys behalf Lincoln and ts affiliates provide a range of investment banking and financial servic— and, in that regard, Lincoln may in the future provide, investment banking and other financial servic— to the Company or ts respective affiliates, for which Lincoln and our affiliates would expect to receive compensatiom THIS REPORT IS NOT INTENDED TO REPRESENT AND DOES NOT REPRESENT AN OPINION BY LINCOLN. Q,LINCOLN INTERNATIONAL Sta 

 

 

Table of Contents Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Appendix A Appendix a Appendix C Appendix D Executive Summary Valuation Analysis Consumer Receivables Valuation Analysis — Personal Injury Claims Valuation Analysis GAR Valuation Analysis Small Business Lending Valuation Analysis Corporate Overhead Valuation Support Fully-Diluted Shares Outstanding Asta Trading Analysis Illustrative Premiums Paid Analysis 5 10 14 21 27 31 36 43 46 48 

 

 

Executive Summary Section 1

 

 

Executive Summary Engagement Overview, Proposed Transaction, and Opinion Engagement Overview Lincoln International LLC ('Lincoln", ' Yue", or •guff) has bean engaged to serve as financial advisor to the Special Committee of the Board of Directors (the 'Committee") of Asta Funding, Inc. ('Asta" or tha to (i) provide customary financial and valuation advisory services to the Committee to assist it in evaluating and, if requested by the Committee, negotiating the Proposed Transaction (as described below), and (ii) upon request by the Committee, render to ita written opinion, as described below. Proposed Transaction It is Lincoln's understanding that the Proposed Transaction involves the offer made by Gary Stern, the Chairman and Chief Executive Officer (the 'CEO") of tha Company to acquira the shares of common stock of the Company not owned by tha CEO, members of the Starn group, or any of their respective affiliates (the 'Public Shares" and such holders, the 'Public Shareholders") through a margar transaction in which the Public Shares will be converted into the right to receive cash consideration of Sl 1.47 par share (the 'Consideration", and such transaction, the 'Proposed Transaction"). The Opinion The Committee has requested that Lincoln render a written opinion (the 'Opinion") as to whether the Consideration to be received by the Public Shareholders in connection with the Proposed Transaction is fair, from a financial point of View, totha Public Shareholders. Q,LINCOLN INTERNATIONAL Sta 

 

 

Executive Summary Scope Scope In arriving at our Opinion, we have, among other things: v. Vill_ Xll_ discussed the tams and circumstances surrounding the Proposed Transaction With the Special Commttee and ts legal counsel, and cetain members of Management; mat wth the Special Committee, and met wth certain members of Management the Company's offices in Englewood Cliffs, New Jersey, in each case to discuss the business, financial outlookand prospects ofthe Company; reviewed a draft, dated April 7, 2020, ofthe Merger Agreement; reviewed a letter addressed to us by management of the Company which contains, among other things, representations regarding the accuracy of the information, data and other materials (financial or othan,visa) provided to, or discussed with, us by or on behalf of the Company, dated April 8, 2020; reviewed the Company's annual reports and audtad financial statements on Form 10-K filed With the U_S_ Securities and Enhange Commission (the 'SEC") for the fiscal years ended September 30, 2016 through September 30, 201 g; reviewed the Company's unaudited business segment financial stäements and pro forma financial information for the fiscal years ended September 30, 2018 through September 30, 201 g; reviewed financial projections for the Company and each of its business segments prepared by management ofthe Company for the fiscal years ending September 30, 2020 through Segembar 30, 2026, provided to us by' Management and approved for our use by' the Company and the Special Committee (the 'Management Projections"); reviewed and discussed with the Special Commttae the Management Projections and certain a>åenslons thereof through the fiscal year ending September 30, 2029 wth respect to the Company's consumer receivables segment, and through the fiscal year ending Segember 30, 2028 with respect to the Company's corporate overhead (the 'Extended Management Projections"); reviewed the financial terms of the Proposed Transaction and compared those terrns With the financial terms of certain business combinäions and other transactions as oftha data hereof, that we deemed relevant; reviewed caltain financial and other information for the Company, and compared that data and information wth certain stock trading, financial and corresponding data and information for companies wth publicly traded securtias as of the data hereof, none of whch IS directly comparable to the Company, that we deemed relevant; performed certain valuation and comparative analyses includng a discounted cash flow analysis and an analysis of selected public companies that we deemed relevant; and considered such other information, financial studies, analyses and investigations and financial, economic and market criteria that we deemed relevant. Q,LINCOLN INTERNATIONAL Sta 

 

 

Executive Summary Lincoln Valuation Methodology • Lincoln performed a sum-of-the-parts financial analysis for each of the five primary operating segments of Asta: (i) consumer receivables, (Il) personal injury claims, (iii) social security disability advocacy, (iv) small business lending and (v) corporate overhead (each a 'Segment", and collectively. the 'Segments"). Segment Consumer Receivables Personal Injury Claims Social Security Disability Advocacy Small Business Lending Corporate Overhead Entity Palisades Collection, Palisades Collection, Peru) LLC (United States) LLC (International: Colombia and Simia Capital, LLC ('Simia Sylvave, LLC ('Sylvave") Arthur Funding, LLC ('Athw_Eunding") GAR Disability Advocates, LLC ('GAR") TBD WA Valuation Methodology (1) Discounted Cash Flow CDCF") Analysis DCF Analysis DCF Analysis DCF Analysis Selected Public Companies / M&A Transactions Analysis DCF Analysis Selected Public Companies Analysis DCF Analysis DCF Analysis • For each Segment's DCF analysis, Lincoln utilized the Management Projections, and a capital asset pricing model weighted average costof capital ('WACC") todiscount to present value the future cash flows in the Management Projections. Based on an analysis of the selected public companies used in Lincoln's analysis and commensurate with the risks related to the Company and each of its Segments, Lincoln used a WACC range of 11.6% to 16.5% for all segments with the exception of Small Business Lending, where Lincoln utilized a WACC range of 17.6% t022_6%, as discussed in Wither detail herein. Q,LINCOLN INTERNATIONAL (I) Utilizes Management Projections, and with respect to the Companys Consumer Receivablesand Corporate Overhead Segments, utilizes the Extended Management Projections Note At the direction of the Special Commttee, Lincoln hasexcluded from tsanatysisthe potential impact of the derivative lawsuit filed by Daniel Litten in Delaware Chancery Court on November 4, 2019 (the "Derivative Lawsuit"), asthe Special Commttee has attributed no value to the Derivative Lawsuit Sta 

 

 

Executive Summary Valuation Summary Note: At the direction of the Special Committee, Lincoln has excluded from its analysis the potential impact of the Note: Derivative Lawsuit, as the Special Committee has attributed no value thereto. Valuation Summary ($ in Thousands, except per share values) Value Per Share (1) Low Mid High Low Mid High Liquid Financial Assets: Cash And Cash Equivalents (2) $3,156.0 $3,156.0 $3,156.0 $0.47 $0.47 $0.47 Investments (3) 7,895.2 7,895.2 7,895.2 1.17 1.17 1.17 Available-For-Sale Securities (3) 60,709.6 60,709.6 60,709.6 8.99 8.98 8.97 A Total Liquid Financial Assets $71,760.7 $71,760.7 $71,760.7 $10.63 $10.61 $10.60 Segment Enterprise Value (Sum-of-the-Parts Analysis): Consumer Receivables $18,100.0 $18,900.0 $19,700.0 $2.68 $2.80 $2.91 Personal Injury Claims 3,560.0 3,700.0 3,840.0 0.53 0.55 0.57 GAR 6,400.0 7,200.0 8,100.0 0.95 1.06 1.20 Small Business Lending 15.0 1,125.0 2,485.0 0.00 0.17 0.37 Corporate Overhead (26,700.0) (28,300.0) (30,200.0) (3.95) (4.19) (4.46) B Total Segment Enterprise Value $1,375.0 $2,625.0 $3,925.0 $0.20 $0.39 $0.58 Other Assets: Present Value of NOL Tax Benefits $1,535.2 $1,629.2 $1,736.0 $0.23 $0.24 $0.26 Equity Method Investment (Serlefin) (2) (4) 278.0 278.0 278.0 0.04 0.04 0.04 Settlements Receivable (2) (5) 1,095.0 1,095.0 1,095.0 0.16 0.16 0.16 Proposed Other Assets (2) (6) 382.0 382.0 382.0 0.06 0.06 0.06 Transaction C Total Other Assets $3,290.2 $3,384.2 $3,491.0 $0.49 $0.50 $0.52 D = A + B + C Aggregate Equity Value $76,426.0 $77,769.9 $79,176.7 $11.32 $11.50 $11.70 $11.47 E Fully-Diluted Shares Outstanding (1) 6,752,986 6,760,811 6,768,736 F = D / E Value Per Share $11.32 $11.50 $11.70 Implied Aggregate Equity Value Multiples Book Value (2) $89,618.0 0.85x 0.87x 0.88x Tangible Book Value (2) 88,208.0 0.87x 0.88x 0.90x LTM Earnings (7) 6,945.0 11.0x 11.2x 11.4x (1) Fully-diluted shares outstanding were calculated using the Treasury Stock Method and Lincoln's range of Value Per Share; see Appendix B for additional details (2) As of December 31, 2019, per Company filings (3) Reflects market value as of April 6, 2020 (4) Relates to the Company's 49% owned joint venture with Serlefin Peru (5) Relates to a lawsuit filed by the Company against a third-party servicer arising from the servicer's failure to pay certain amounts due under a servicing agreement (6) Other Assets consists of (i) a Republic Bank Deposit of $203,000 and (ii) a Loan to Serlefin of $179,000 (7) Latest twelve months ended December 31, 2019 9

 

 

Valuation Analysis – Consumer Receivables Section 2

 

 

Valuation Analysis – Consumer Receivables Historical and Projected Financial Statements Sources: Management Projections; Extended Management Projections Note: Net Working Capital includes (i) changes in operating assets and liabilities and (ii) principal collections from both the U.S. and Note: international consumer receivables portfolios Historical and Projected Financial Performance - Consumer Receivables ($ in Thousands) Management Projections Long-Term Projections '19A - '29P '20P - '29P FY Ending September 30, 2018A 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg. Finance Income $15,863.0 $14,050.0 $13,688.0 $10,498.0 $7,889.0 $6,138.0 $5,022.0 $4,214.0 $2,915.0 $2,239.0 $1,791.2 $1,433.0 $1,146.4 (22.2%) Other Income $4,077.0 $773.0 $739.0 $118.0 $27.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 (39.6%) Total Revenue $19,940.0 $14,823.0 $14,427.0 $10,616.0 $7,916.0 $6,143.0 $5,027.0 $4,219.0 $2,920.0 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (22.5%) Growth NA (25.7%) (38.6%) (28.4%) (25.4%) (22.4%) (18.2%) (16.1%) (30.8%) (23.2%) (20.0%) (19.9%) (19.9%) (-) Total Operating Expenses ($1,722.0) ($2,155.0) ($1,687.0) ($1,197.0) ($1,137.0) ($1,032.0) ($877.0) ($767.0) ($659.0) ($584.0) ($584.0) ($584.0) ($584.0) (12.2%) EBITDA $18,218.0 $12,668.0 $12,740.0 $9,419.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (26.7%) Margin 91.4% 85.5% 88.3% 88.7% 85.6% 83.2% 82.6% 81.8% 77.4% 74.0% 67.5% 59.4% 49.3% 74.9% Growth NA (30.5%) (39.6%) (25.6%) (28.0%) (24.6%) (18.8%) (16.8%) (34.5%) (26.6%) (27.0%) (29.6%) (33.6%) Net Working Capital $4,504.0 $2,264.0 $1,869.0 $1,323.0 $446.0 $157.0 $88.0 $72.0 $49.0 $38.0 $32.2 $27.5 $23.8 (36.6%) as a % of Total Revenue 22.6% 15.3% 13.0% 12.5% 5.6% 2.6% 1.8% 1.7% 1.7% 1.7% 1.8% 1.9% 2.1% 3.3% (1) Latest twelve months ended December 31, 2019 11

 

 

Valuation Analysis — Consumer Receivables DCF Analysis - Key Assumptions As part of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026_ Based on discussions With Management, there have not bean any new consumer receivable portfolio purchases in several years, and there are no plans to restat consumer receivables portfolio purchases in tha near future for either the domestic or international operations of the Consumer Receivables Segment For the purposes of Lincoln's analysis, and based on discussions with Management, Lincoln assumed that the Consumer Receivables portfolio would be liquidated at the end of FY202g, after which point the Segment is projected to become unprofitable on a standalone EBITDA basis. As such, no terminal value was contemplated in Lincoln's DCF analysis. The following is a summary of the key assumptions used in the DCF analysis, extrapolated through FY2029, based on discussions With Management and as approved for Lincoln's use by the Committee, for the Consumer Receivables Segment: Total revenue and EBITDA are projected to decrease ata CAGR of (22.6%) and (26_7%), respectively, over the FY2019 through FY2029 period; The Consumer Receivables Segment EBITDA margin is projected to decline from 88.3% for the LTM period ended December 31, 2019 to 49.3% in Given the run-off nature of the portfolio, Lincoln assumed that the Consumer Receivables Segment would be liquidated at the end of FY2029, after which point the Segment is projected to become unprofitable on a standalone EBITDA basis; Net working capital, calculated on a cash-free, debt-free basis, and including principal collections on each of the IJ_S_ and international consumer receivable potfolios, averages 3.3% of the Consumer Receivables Segment's total revenue over the FY2020 through FY202g period; Lincoln utilized a taxrate of 28.1%, per Management; and The resulting discrete cash flows were discounted at a WACC range of 11.6% to Q,LINCOLN INTERNATIONAL Notæ: DCF rot is to of goint t is to o EB T N?

 

 

Valuation Analysis – Consumer Receivables DCF Analysis - Summary Sources: Management Projections; Extended Management Projections Notes: DCF Analysis does not contain a terminal value as the Consumer Receivables Segment is assumed to cease operations at the Notes: end of FY2029, after which point it is projected to become unprofitable on a standalone EBITDA basis. Net Working Capital Notes: includes changes in operating assets and liabilities and principal collection from both the U.S. and international consumer Notes: receivables portfolios DCF Analysis - Consumer Receivables ($ in Thousands) Management Projections Long-Term Projections 19A - '29P '20P - '29P FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg. Total Revenue $14,427.0 $10,616.0 $7,916.0 $6,143.0 $5,027.0 $4,219.0 $2,920.0 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (22.5%) % Growth (38.6%) (28.4%) (25.4%) (22.4%) (18.2%) (16.1%) (30.8%) (23.2%) (20.0%) (19.9%) (19.9%) EBITDA $12,740.0 $9,419.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (26.7%) % Margin 88.3% 88.7% 85.6% 83.2% 82.6% 81.8% 77.4% 74.0% 67.5% 59.4% 49.3% 74.9% % Growth (30.1%) (25.6%) (28.0%) (24.6%) (18.8%) (16.8%) (34.5%) (26.6%) (27.0%) (29.6%) (33.6%) 1/20 - 9/20 EBIT $6,457.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (-) Pro Forma Taxes @ 28.1% (1,815.1) (1,905.6) (1,436.7) (1,166.6) (970.4) (635.6) (466.6) (340.7) (240.0) (159.5) NOPAT $4,641.9 $4,873.4 $3,674.3 $2,983.4 $2,481.6 $1,625.4 $1,193.4 $871.5 $613.9 $407.9 (+/-) Net Working Capital 546.0 877.0 289.0 69.0 16.0 23.0 11.0 5.8 4.7 3.7 Free Cash Flow $5,187.9 $5,750.4 $3,963.3 $3,052.4 $2,497.6 $1,648.4 $1,204.4 $877.3 $618.6 $411.6 Discount Period 0.11 0.99 1.99 2.99 3.99 4.99 5.99 6.99 7.99 8.99 Discount Factor @ 14.0% 0.9855 0.8788 0.7709 0.6762 0.5932 0.5203 0.4564 0.4004 0.3512 0.3081 Present Value of Unlevered Free Cash Flow $5,113.0 $5,053.4 $3,055.2 $2,064.1 $1,481.5 $857.7 $549.7 $351.2 $217.2 $126.8 Enterprise Value Low Mid High WACC 16.50% 14.00% 11.50% Present Value of Discrete Cash Flows $18,108.2 $18,869.8 $19,717.1 Indicated Enterprise Value (Rounded) $18,100.0 $18,900.0 $19,700.0 (1) Latest twelve months ended December 31, 2019 13

 

 

Valuation Analysis – Personal Injury Claims Section 3

 

 

Valuation Analysis – Personal Injury Claims Historical and Projected Financial Statements – Arthur Funding Source: Management Projections Historical and Projected Financial Performance - Arthur Funding ($ in Thousands) Management Projections FY Ending September 30, 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P Personal Injury Claims Income $12.0 $26.0 $145.0 $661.0 $1,739.0 $2,344.0 $2,370.0 $2,361.0 $2,361.0 Total Revenue $12.0 $26.0 $145.0 $661.0 $1,739.0 $2,344.0 $2,370.0 $2,361.0 $2,361.0 Growth NA NA NM 355.9% 163.1% 34.8% 1.1% (0.4%) 0.0% (-) Total Operating Expenses ($80.0) ($170.0) ($391.0) ($730.0) ($944.0) ($1,071.0) ($1,079.0) ($1,147.0) ($1,158.0) EBITDA ($68.0) ($144.0) ($246.0) ($69.0) $795.0 $1,273.0 $1,291.0 $1,214.0 $1,203.0 Margin (566.7%) (553.8%) (169.7%) (10.4%) 45.7% 54.3% 54.5% 51.4% 51.0% Growth NA NA NM NM NM 60.1% 1.4% (6.0%) (0.9%) Investment in Arthur Funding, Net ($225.0) ($285.0) ($701.0) ($2,700.0) ($3,822.0) ($969.0) $217.8 ($9.0) ($11.0) Free Cash Flow ($871.0) ($2,769.0) ($3,233.7) ($27.0) $1,173.1 $889.4 $879.2 as a % of Total Revenue (600.7%) (418.9%) (186.0%) (1.2%) 49.5% 37.7% 37.2% (1) Latest twelve months ended December 31, 2019 15

 

 

Valuation Analysis – Personal Injury Claims Projected Simia and Sylvave Book Value Rollforward Simia and Sylvave Book Value Rollforward Source: Management Projections $0.0 $500.0 $1,000.0 $1,500.0 $2,000.0 $2,500.0 $3,000.0 $2,623.0 $1,873.0 $1,123.0 $456.0 $500.0 $375.0 $250.0 $125.0

 

 

Valuation Analysis — Personal Injury Claims DCF Analysis - Key Assumptions As part of its valuation analysis, Lincoln determined the indicated enterprise value of the Company's Personal Injury Claims Segment by performing a DCF analysis utilizing the Management Projections, and a Selected Public Companies / M&A Transactions Analysis for Arthur Funding using the Company's invested capital in Arthur Funding as of March 31, 2020 to which Lincoln applied a range of book value multiples. Based on discussions with Management, there have bean no new personal injury claims portfolio fundings for either Simia and Sylvave in several years and all naw personal injury claims fundings are expected to be completed by the Company's Arthur Funding Segment. As such, no terminal value was contemplated in Lincoln's DCF analysis for Simia and Sylvava The following is a summary of the key assumptions used in the DCF analysis for Simia and Sylvave- Principal and interest cash collections for each of Simia and Sylvave, as displayed on the next page, were projected by Management based on historical realization rates, and are expected to decline to zero by FY2024 as the portfolios are fully wound down; Operating expenses for Simia and Sylvave are correspondingly expected to decline throughout the projection period, per Management; As the collections for each of Simia and Sylvave represent principal and accrued interest, Lincoln projected cash taxes to be zero, based on discussions with Management; and The resulting discrete cash flows were discounted at a WACC range of 11 to Source: Management Projections Q,LINCOLN INTERNATIONAL Sta 

 

 

Valuation Analysis – Personal Injury Claims Simia and Sylvave DCF Analysis – Summary Source: Management Projections Notes: Cash flows for each of Simia and Sylvave were projected based on historical realization rates, as provided by Notes: Management portfolios. DCF analysis for Simia and Sylvave does not contain a terminal value as the Notes: Segments are in wind-down and will cease operations at FY2024, per Management. DCF Analysis - Simia and Sylvave ($ in Thousands) Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P 1/20 - 9/20 Principal Collections - Simia $303.0 $101.0 $101.0 $101.0 $101.0 Interest Collections - Simia 72.0 24.0 24.0 24.0 24.0 Principal Collections - Sylvave 504.0 503.0 503.0 503.0 456.0 Interest Collections - Sylvave 246.0 247.0 247.0 164.0 0.0 Total Portfolio Cash Flows $1,125.0 $875.0 $875.0 $792.0 $581.0 (-) Total Operating Expenses ($21.0) ($27.0) ($27.0) ($27.0) ($11.0) (-) Pro Forma Taxes 0.0 0.0 0.0 0.0 0.0 Free Cash Flow $1,104.0 $848.0 $848.0 $765.0 $570.0 Discount Period 0.11 0.99 1.99 2.99 3.99 Discount Factor @ 14.0% 0.9855 0.8788 0.7709 0.6762 0.5932 Present Value of Unlevered Free Cash Flow $1,088.0 $745.2 $653.7 $517.3 $338.1 Enterprise Value Low Mid High WACC 16.5% 14.0% 11.5% Present Value of Discrete Cash Flows $3,235.9 $3,342.3 $3,457.6 Indicated Enterprise Value (Rounded) $3,250.0 $3,350.0 $3,450.0 (1) Latest twelve months ended December 31, 2019 18

 

 

▪ Lincoln considered eight public companies and three selected M&A transactions in the specialty finance industry. ▪ Lincoln’s selected multiples for Arthur Funding were based on a comparative analysis that considered, among other things, certain quantitative and qualitative factors including the following: geographic footprint, relative size, historical and projected financial performance and profitability, the length of time Arthur Funding has been originating new business, and Arthur Funding’s revenue and earnings composition. ‒ Lincoln further notes that Arthur Funding represents an early stage investment for the Company, having launched in May 2019, and the Segment has not yet generated significant origination volumes. Appendix A contains additional details of Arthur Funding’s total originations through March 31, 2020. Note: None of the selected public companies or the target companies in the M&A transactions analysis is identical to Arthur Funding and Lincoln does not have access to non-public information regarding those companies. Valuation Analysis – Personal Injury Claims Arthur Funding - Selected Public Companies / M&A Transactions Analysis - Summary Source: Investment in Arthur Funding as of March 31, 2020 was provided by Management. See Appendix A for Source: additional details of Arthur Funding’s total originations through March 31, 2020 Note: For purposes of Lincoln’s valuation analysis for Arthur Funding, Equity Value is equal to Enterprise Value since Note: there is no corresponding Segment-level leverage Selected Public Companies / M&A Transactions Analysis - Summary ($ in Thousands) Selected Public Companies M&A Selected Multiples Financial Enterprise Value Enterprise Value Multiple Low - High Median Median Low - High Statistic (1) Low Mid High Book Value 0.35x - 2.29x 0.73x 1.43x 1.00x - 1.25x $312.1 $312.1 $351.1 $390.1 Indicated Equity Value Range (Rounded) $310.0 $350.0 $390.0 (1) Book Value for Arthur Funding represents the Company's investment in Arthur Funding as of March 31, 2020; see Appendix A for additional details 19

 

 

Valuation Analysis – Personal Injury Claims Valuation Summary Source: Management Projections Note: Indicated Enterprise Value Range represents the sum of the DCF Analysis – Simia and Sylvave and the Note: Selected Public Companies / M&A Transactions Analysis – Arthur Funding Valuation Summary - Personal Injury Claims ($ in Thousands) Enterprise Value Low Mid High DCF Analysis - Simia and Sylvave $3,250.0 $3,350.0 $3,450.0 Selected Public Companies / M&A Transactions Analysis - Arthur Funding 310.0 350.0 390.0 Indicated Enterprise Value Range $3,560.0 $3,700.0 $3,840.0 20

 

 

Valuation Analysis – GAR Section 4

 

 

Valuation Analysis – GAR Historical and Projected Financial Statements Source: Management Projections Historical and Projected Financial Performance - GAR ($ in Thousands) Management Projections '19A - '26P '20P - '26P FY Ending September 30, 2018A 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P CAGR Avg. Disability Fee Income $4,598.0 $4,861.0 $4,408.0 $3,772.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.2% Other Income 8.0 48.0 48.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 NM Total Revenue $4,606.0 $4,909.0 $4,456.0 $3,772.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.0% Growth NA 6.6% (24.0%) (23.2%) 20.0% 0.3% 2.0% 2.0% 2.0% 2.0% (-) Total Operating Expenses ($3,511.0) ($3,339.0) ($3,267.0) ($3,243.0) ($3,263.0) ($3,287.0) ($3,312.0) ($3,337.0) ($3,243.0) ($3,269.0) (0.3%) EBITDA $1,095.0 $1,570.0 $1,189.0 $529.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 0.7% Margin 23.8% 32.0% 26.7% 14.0% 27.9% 27.6% 28.5% 29.4% 32.7% 33.5% 27.7% Growth NA 43.4% (21.7%) (66.3%) 139.1% (0.8%) 5.3% 5.1% 13.6% 4.4% Net Working Capital $446.0 $203.0 $361.0 $320.0 $320.0 $320.0 $320.0 $320.0 $320.0 (4.6%) as a % of Total Revenue 9.1% 4.6% 9.6% 7.1% 7.0% 6.9% 6.8% 6.6% 6.5% 7.2% (1) Latest twelve months ended December 31, 2019 Note: Five Star Veterans Disability, LLC, a division of GAR ("Five Star"), represents a diminishing portfolio, in which the Company is not actively investing going forward. Five Star future cash Note: collections are projected to be $150,000 in 2020P, $75,000 in 2021P, and $0 in 2022P and thereafter. 22

 

 

Valuation Analysis — GAR DCF Analysis - Key Assumptions As pan of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026_ Beyond the projection period, Lincoln estimated the continuing value of GAR (the 'Terminal Value") by using a terminal growth rate of 2.0%, based on discussions with Management, reflecting Management's View of the long-term growth rata of GAR The following is a summary of the key assumptions used in the DCF analysis for GAR: Total revenue is projected to decrease (23_2%) to $3.77 million in FY2020 followed by a recovery to approximately S4_g million by FY2026; Total revenue decline in FY2020 is primarily driven by the Social Security Administration approving cases more quickly, which in turn reduces GARs revenue par casa due to lower levels of retroactive benefits. Total revenue growth beyond FY2022 of approximately 2% per year approximates the growth rate of the overall economy, per Management. EBITDA is projected to increase ata CAGR of 0.7% over the FY2019 through FY2026 period; GARs EBITDA margin is projected to average 27.7% over the FY2020 through FY2026 period; Net working capital, calculated on a cash-free, debt-free basis, is projected to average 7.20/0 of total revenue over the FY2020 through FY2026 period; Lincoln utilized a tax rate of 28.1%, per Management; and The resulting discrete cash flows and corresponding Terminal Value were discounted ata WACC range of to Source: Management Projections Q,LINCOLN INTERNATIONAL Sta 

 

 

Valuation Analysis – GAR DCF Analysis - Summary Source: Management Projections DCF Analysis - GAR ($ in Thousands) Management Projections '19A - '26P '20P - '26P FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P CAGR Avg. Total Revenue $4,456.0 $3,772.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.0% % Growth (24.0%) (23.2%) 20.0% 0.3% 2.0% 2.0% 2.0% 2.0% EBITDA $1,189.0 $529.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 0.7% % Margin 26.7% 14.0% 27.9% 27.6% 28.5% 29.4% 32.7% 33.5% 27.7% % Growth 8.6% (66.3%) 139.1% (0.8%) 5.3% 5.1% 13.6% 4.4% 1/20 - 9/20 EBIT $486.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 (-) Pro Forma Taxes @ 28.1% (136.6) (355.6) (352.8) (371.3) (390.4) (443.6) (463.3) NOPAT $349.4 $909.4 $902.2 $949.7 $998.6 $1,134.4 $1,184.7 (+/-) Net Working Capital (158.0) 41.0 0.0 0.0 0.0 0.0 0.0 Free Cash Flow $191.4 $950.4 $902.2 $949.7 $998.6 $1,134.4 $1,184.7 Discount Period 0.11 0.99 1.99 2.99 3.99 4.99 5.99 Discount Factor @ 14.0% 0.9855 0.8788 0.7709 0.6762 0.5932 0.5203 0.4564 Present Value of Unlevered Free Cash Flow $188.6 $835.2 $695.5 $642.2 $592.3 $590.3 $540.7 Terminal Value Calculations Low Mid High WACC 15.5% 14.0% 12.5% Terminal Growth Rate 2.0% 2.0% 2.0% Terminal Free Cash Flow * (1 + Terminal Growth Rate) $1,208.4 $1,208.4 $1,208.4 Capitalization Rate (WACC - Terminal Growth Rate) 13.5% 12.0% 10.5% Terminal Value (Gordon Growth) $8,951.4 $10,070.4 $11,509.0 Discount Factor 0.4221 0.4564 0.4941 Present Value of Terminal Value $3,778.1 $4,596.3 $5,686.3 Enterprise Value Low Mid High Present Value of Discrete Cash Flows $3,923.4 $4,084.8 $4,257.5 (+) Present Value of Terminal Value 3,778.1 4,596.3 5,686.3 Indicated Enterprise Value (Rounded) $7,700.0 $8,700.0 $9,900.0 Implied Enterprise Value Multiples LTM EBITDA (1) (2) $945.5 8.1x 9.2x 10.5x 2020P EBITDA 529.0 14.6x 16.4x 18.7x 2021P EBITDA 1,265.0 6.1x 6.9x 7.8x LTM Total Revenue (1) 4,456.0 1.73x 1.95x 2.22x (1) Latest twelve months ended December 31, 2019 (2) Adjusted to remove cash collections from Five Star of $243,466 24

 

 

▪ Lincoln analyzed eight selected public companies in the specialty finance industry. ▪ Lincoln’s selected multiples for GAR were based on a comparative analysis that considered, among other things, certain quantitative and qualitative factors including the following: geographic footprint, relative size, historical and projected financial performance and profitability, and GAR’s revenue and earnings composition. Note: None of the selected public companies is identical to GAR and Lincoln does not have access to non-public information regarding those companies. Valuation Analysis – GAR Selected Public Companies Analysis - Summary Source: Management Projections Selected Public Companies Analysis - Summary ($ in Thousands) Selected Public Companies Selected Multiples Financial Enterprise Value Enterprise Value Multiple Low - High Median Low - High Statistic Low Mid High 2021P EBITDA 1.9x - 3.2x 2.6x 4.0x - 5.0x $1,265.0 $5,060.0 $5,692.5 $6,325.0 Indicated Enterprise Value Range (Rounded) $5,100.0 $5,700.0 $6,300.0 Implied Enterprise Value Multiples LTM EBITDA (1) (2) 1.8x 3.8x 2.9x $945.5 5.4x 6.0x 6.7x 2020P EBITDA 2.0x 3.5x 2.7x $529.0 9.6x 10.8x 11.9x LTM Total Revenue (1) 1.85x 3.82x 2.89x $4,456.0 1.14x 1.28x 1.41x (1) Latest twelve months ended December 31, 2019 (2) Adjusted to remove cash collections from Five Star of $243,466 25

 

 

Valuation Analysis – GAR Valuation Summary Source: Management Projections Note: Indicated Enterprise Value Range represents the midpoint of the DCF and Selected Public Company Analyses Valuation Summary - GAR ($ in Thousands) Enterprise Value Low Mid High DCF Analysis $7,700.0 $8,700.0 $9,900.0 Selected Public Companies Analysis 5,100.0 5,700.0 6,300.0 Indicated Enterprise Value Range $6,400.0 $7,200.0 $8,100.0 Implied Enterprise Value Multiples LTM EBITDA (1) (2) $945.5 6.8x 7.6x 8.6x 2020P EBITDA 529.0 12.1x 13.6x 15.3x 2021P EBITDA 1,265.0 5.1x 5.7x 6.4x LTM Total Revenue (1) 4,456.0 1.44x 1.62x 1.82x (1) Latest twelve months ended December 31, 2019 (2) Adjusted to remove cash collections from Five Star of $243,466 26

 

 

Valuation Analysis – Small Business Lending  Section 5

 

 

Valuation Analysis – Small Business Lending Historical and Projected Financial Statements Source: Management Projections Note: Investment in Small Business Lending represents the Company’s loan outlays, net of cash collections and bad Note: debt expense Historical and Projected Financial Performance - Small Business Lending ($ in Thousands) Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P 2025P 2026P Small Business Lending Fee Income 0.0 923.0 2,407.0 4,087.0 5,549.0 5,857.0 6,197.0 Total Revenue $0.0 $923.0 $2,407.0 $4,087.0 $5,549.0 $5,857.0 $6,197.0 Growth NA 160.8% 69.8% 35.8% 5.6% 5.8% (-) Advertising $0.0 ($160.0) ($100.0) ($100.0) ($140.0) ($140.0) ($160.0) (-) Bad Debt Expenses 0.0 (413.0) (945.0) (1,598.0) (2,115.0) (2,316.0) (2,466.0) (-) Office Salaries 0.0 (317.0) (626.0) (801.0) (873.0) (949.0) (1,039.0) (-) Payroll Taxes 0.0 (32.0) (63.0) (80.0) (87.0) (95.0) (104.0) (-) Professional Fees 0.0 (69.0) (42.0) (42.0) (48.0) (48.0) (48.0) (-) Office Expense 0.0 (18.0) (18.0) (36.0) (36.0) (36.0) (60.0) (-) Total Operating Expenses $0.0 ($1,009.0) ($1,794.0) ($2,657.0) ($3,299.0) ($3,584.0) ($3,877.0) EBITDA $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 Margin (9.3%) 25.5% 35.0% 40.5% 38.8% 37.4% Growth NM 133.3% 57.3% 1.0% 2.1% Net Income $0.0 ($60.0) $429.0 $1,001.0 $1,575.0 $1,591.0 $1,624.0 Margin (6.5%) 17.8% 24.5% 28.4% 27.2% 26.2% Growth NM 133.3% 57.3% 1.0% 2.1% Return on Equity 0.0% (2.4%) 5.6% 6.9% 6.9% 5.1% 4.2% Investment in Small Business Lending $0.0 $2,485.0 $7,673.0 $14,508.0 $22,752.0 $30,991.0 $39,096.0 28

 

 

Valuation Analysis — Small Business Lending DCF Analysis - Key Assumptions As part of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026. Based on discussions with Management, the Company's new Small Business Landing Segment is expected to begin generating revenue in FY2021 The opportunity was recently developed by a non-independent director of the Company, who was charged with finding new areas of growth for the Company to deploy capital • Lincoln estimated the Terminal Value of Small ausiness Lending by using a terminal book value multiple of 1_6x, based on an analysis of selected public companies. The following is a summary of the key assumptions used in the DCF analysis for Small Business Lending: Total revenue is expected to grow to approximately S6_2 million by FY2026 as the Segment grows its loan portfolio; Small Business Landing's EBITDA margin is projected to increase from (9.3%) to 37.4% by FY2026, inclusive of bad debt expense which is forecasted to be 6.0% of advances; Lincoln utilized a taxrate of 28.1%, per Management; and The resulting discrete cash flows and Terminal Value ware discounted at a WACC range of 17.6% to 22.6%, which is commensurate With venture-like rates of return given the uncertainty and risk associated with the early-stage development nature of the Small Business Landing Segment. Source: Management Projections Q,LINCOLN INTERNATIONAL Sta 

 

 

Valuation Analysis – Small Business Lending DCF Analysis - Summary Source: Management Projections DCF Analysis - Small Business Lending ($ in Thousands) Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P 2025P 2026P Total Revenue $0.0 $923.0 $2,407.0 $4,087.0 $5,549.0 $5,857.0 $6,197.0 % Growth NA NA 160.8% 69.8% 35.8% 5.6% 5.8% EBITDA $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 % Margin NA (9.3%) 25.5% 35.0% 40.5% 38.8% 37.4% % Growth NA NA NM 133.3% 57.3% 1.0% 2.1% 1/20 - 9/20 EBIT $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 (-) Pro Forma Taxes @ 28.1% 0.0 0.0 (172.3) (401.8) (632.3) (638.7) (651.9) NOPAT $0.0 ($86.0) $440.7 $1,028.2 $1,617.8 $1,634.3 $1,668.1 (-) Investment in Small Business Lending 0.0 (2,485.0) (5,188.0) (6,835.0) (8,244.0) (8,239.0) (8,105.0) Free Cash Flow $0.0 ($2,571.0) ($4,747.3) ($5,806.8) ($6,626.3) ($6,604.7) ($6,436.9) Discount Period 0.11 0.99 1.99 2.99 3.99 4.99 5.99 Discount Factor @ 20.0% 0.9799 0.8354 0.6962 0.5802 0.4835 0.4029 0.3357 Present Value of Unlevered Free Cash Flow $0.0 ($2,147.9) ($3,305.1) ($3,369.0) ($3,203.6) ($2,661.0) ($2,161.2) Terminal Value Calculations Low Mid High Terminal Book Value $39,096.0 $39,096.0 $39,096.0  Terminal Book Multiple 1.50x 1.50x 1.50x Terminal Value (Terminal Multiple) $58,644.0 $58,644.0 $58,644.0 Discount Factor 0.2681 0.3065 0.3513 Present Value of Terminal Value $15,724.0 $17,974.0 $20,603.9 Enterprise Value Low Mid High Discount Rate 22.5% 20.0% 17.5% Present Value of Discrete Cash Flows ($15,707.0) ($16,847.8) ($18,117.8) (+) Present Value of Terminal Value 15,724.0 17,974.0 20,603.9 Indicated Enterprise Value (Rounded) $15.0 $1,125.0 $2,485.0 30

 

 

Valuation Analysis – Corporate Overhead Section 6

 

 

Valuation Analysis – Corporate Overhead Historical and Projected Financial Statements Sources: Management Projections; Extended Management Projections Note: Net Working Capital includes (i) Prepaid and Income Taxes Receivable, (ii) Other Assets, (iii) Accounts Payable Note: and Accrued Expenses, and (iv) Income Tax Payable Historical and Projected Financial Performance - Corporate Overhead ($ in Thousands) Management Projections FY Ending September 30, 2018A 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P Corporate Overhead Expenses ($9,292.0) ($7,831.0) ($8,055.0) ($7,490.0) ($6,546.0) ($6,182.0) ($6,012.0) ($5,258.0) ($4,837.0) ($4,713.0) Growth NA (15.7%) (29.9%) (4.4%) (12.6%) (5.6%) (2.7%) (12.5%) (8.0%) (2.6%) % of Total Company Revenue 41.8% 37.1% NA 49.9% 46.8% 41.7% 37.4% 31.2% 30.3% 30.0% Total Capital Expenditures $0.0 $119.0 $119.0 $0.0 $100.0 $0.0 $50.0 $50.0 $0.0 $0.0 Net Working Capital $4,109.0 ($686.0) ($616.0) ($1,127.0) ($1,668.0) ($1,615.0) ($1,601.0) ($1,671.0) ($1,655.0) ($1,690.0) (1) Latest twelve months ended December 31, 2019 32

 

 

Valuation Analysis — Corporate Overhead DCF Analysis - Key Assumptions As pan of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026_ Based on discussions With the Special Committee and with the Special Committee's approval, Lincoln assumed that the Company would cease operating when each of tha Company's Consumer Receivables Segment, the Simia and Sylvava portfolios have liquidated, and the Company's other Segments have matured and would be able to be sold to facilitate the wind down of the Company. As such, no terminal value was contemplated in Lincoln's DCF analysis for corporate overhead. The following is a summary of the key assumptions used in the DCF analysis, extrapolated through FY2028, based on discussions With Management and as approved for Lincoln's use by the Committee, for the Company's corporate overhead: Corporate overhead expenses are expected to decrease period over period in consideration of the wind-down of Consumer Receivables and Simia / Slywave; Total capital expenditures are projected to be $100,000 for FY2021 and $60,000 for each of FY2023 and FY2024 Net working capital, calculated on a cash-free, debt-free basis, is projected to average (Sl _7) million over the FY2021 through FY2026 period; Lincoln utilized a tax rate of 28.1%, per Management; and The resulting discrete cash flows were discounted at a WACC range of 11 to Sources: Management Projections; Extended Management Projections Q,LINCOLN INTERNATIONAL Sta 

 

 

Valuation Analysis – Corporate Overhead DCF Analysis - Summary Sources: Management Projections; Extended Management Projections Note: Net Working Capital includes (i) Prepaid and Income Taxes Receivable, (ii) Other Assets, (iii) Accounts Payable Note: and Accrued Expenses, and (iv) Income Tax Payable DCF Analysis - Corporate Overhead ($ in Thousands) Management Projections Long-Term Projections FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P Corporate Overhead Expenses ($8,055.0) ($7,490.0) ($6,546.0) ($6,182.0) ($6,012.0) ($5,258.0) ($4,837.0) ($4,713.0) ($3,142.0) ($1,571.0) 1/20 - 9/20 EBIT ($5,080.6) ($6,659.6) ($6,195.6) ($6,067.0) ($5,306.9) ($4,857.2) ($4,731.3) ($3,145.4) ($1,573.7) (-) Pro Forma Taxes @ 28.1% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 NOPAT ($5,080.6) ($6,659.6) ($6,195.6) ($6,067.0) ($5,306.9) ($4,857.2) ($4,731.3) ($3,145.4) ($1,573.7) (+) Tax Depreciation $13.6 $113.6 $13.6 $55.0 $48.9 $20.2 $18.3 $3.4 $2.7 (-) Capital Expenditures 0.0 (100.0) 0.0 (50.0) (50.0) 0.0 0.0 0.0 0.0 (+/-) Net Working Capital 511.0 541.0 (53.0) (14.0) 70.0 (16.0) 35.0 0.0 0.0 Free Cash Flow ($4,556.0) ($6,105.0) ($6,235.0) ($6,076.0) ($5,238.0) ($4,853.0) ($4,678.0) ($3,142.0) ($1,571.0) Discount Period 0.11 0.99 1.99 2.99 3.99 4.99 5.99 6.99 7.99 Discount Factor @ 14.0% 0.9855 0.8788 0.7709 0.6762 0.5932 0.5203 0.4564 0.4004 0.3512 Present Value of Unlevered Free Cash Flow ($4,490.2) ($5,365.0) ($4,806.4) ($4,108.6) ($3,107.0) ($2,525.1) ($2,135.1) ($1,257.9) ($551.7) Enterprise Value Low Mid High WACC 16.5% 14.0% 11.5% Present Value of Discrete Cash Flows ($26,721.3) ($28,347.0) ($30,177.4) Indicated Enterprise Value (Rounded) ($26,700.0) ($28,300.0) ($30,200.0) (1) Latest twelve months ended December 31, 2019 34

 

 

Valuation Support Appendix A

 

 

Valuation Support Historical and Projected Financial Statements - Consumer Receivables (U.S.) Source: Management Projections; Extended Management Projections Note: Net Working Capital includes (i) changes in operating assets and liabilities and (ii) principal collections from the Note: U.S. consumer receivables portfolio Historical and Projected Financial Performance - Consumer Receivables (U.S.) (1) ($ in Thousands) Consumer Receivables (U.S.) Projections Long-Term Projections '19A - '29P '20P - '29P FY Ending September 30, 2018A 2019A LTM (2) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg. Finance Income $12,190.4 $10,797.1 $10,518.9 $8,364.6 $6,465.9 $5,241.4 $4,355.6 $3,660.0 $2,777.0 $2,239.0 $1,791.2 $1,433.0 $1,146.4 (20.1%) Other Income $3,133.1 $594.0 $567.9 $90.7 $20.7 $3.8 $3.8 $3.8 $3.8 $5.0 $5.0 $5.0 $5.0 (38.0%) Total Revenue $15,323.4 $11,391.1 $11,086.8 $8,455.2 $6,486.7 $5,245.2 $4,359.4 $3,663.8 $2,780.8 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (20.5%) Growth NA (25.7%) (38.6%) (25.8%) (23.3%) (19.1%) (16.9%) (16.0%) (24.1%) (19.3%) (20.0%) (19.9%) (19.9%) (-) Total Operating Expenses ($1,323.3) ($1,656.1) ($1,296.4) ($919.9) ($910.9) ($867.4) ($749.9) ($656.9) ($625.0) ($584.0) ($584.0) ($584.0) ($584.0) (9.9%) EBITDA $14,000.1 $9,735.1 $9,790.4 $7,535.4 $5,575.7 $4,377.8 $3,609.5 $3,006.9 $2,155.8 $1,660.0 $1,212.2 $854.0 $567.4 (24.7%) Margin 91.4% 85.5% 88.3% 89.1% 86.0% 83.5% 82.8% 82.1% 77.5% 74.0% 67.5% 59.4% 49.3% 75.1% Growth NA (30.5%) (39.6%) (22.6%) (26.0%) (21.5%) (17.5%) (16.7%) (28.3%) (23.0%) (27.0%) (29.6%) (33.6%) Net Working Capital $3,461.2 $1,739.8 $1,436.3 $1,016.7 $342.7 $120.7 $67.6 $55.3 $37.7 $29.2 $23.4 $18.7 $15.0 (37.8%) as a % of Total Revenue 22.6% 15.3% 13.0% 12.0% 5.3% 2.3% 1.6% 1.5% 1.4% 1.3% 1.3% 1.3% 1.3% 2.9% (1) Total operating expenses have been allocated between the U.S. and International Consumer Receivables Segments based on each of the U.S. and International Segment's respective total revenue contribution (2) Latest twelve months ended December 31, 2019 36

 

 

Valuation Support Historical and Projected Financial Statements - Consumer Receivables (International) Source: Management Projections Note: Net Working Capital includes (i) changes in operating assets and liabilities and (ii) principal collections from the Note: international consumer receivables portfolio Historical and Projected Financial Performance - Consumer Receivables (International) (1) ($ in Thousands) Consumer Receivables (International) Projections '19A - '25P '20P - '25P FY Ending September 30, 2018A 2019A LTM (2) 2020P 2021P 2022P 2023P 2024P 2025P CAGR Avg. Finance Income $3,672.6 $3,252.9 $3,169.1 $2,133.4 $1,423.1 $896.6 $666.4 $554.0 $138.0 (40.9%) Other Income 943.9 179.0 171.1 27.3 6.3 1.2 1.2 1.2 1.2 (56.8%) Total Revenue $4,616.6 $3,431.9 $3,340.2 $2,160.8 $1,429.3 $897.8 $667.6 $555.2 $139.2 (41.4%) Growth NA (25.7%) (38.6%) (37.0%) (33.9%) (37.2%) (25.6%) (16.8%) (74.9%) (-) Total Operating Expenses ($398.7) ($498.9) ($390.6) ($277.1) ($226.1) ($164.6) ($127.1) ($110.1) ($34.0) (36.1%) EBITDA $4,217.9 $2,932.9 $2,949.6 $1,883.6 $1,203.3 $733.2 $540.5 $445.1 $105.2 (42.6%) Margin 91.4% 85.5% 88.3% 87.2% 84.2% 81.7% 81.0% 80.2% 75.6% 81.6% Growth NA (30.5%) (39.6%) (35.8%) (36.1%) (39.1%) (26.3%) (17.7%) (76.4%) Net Working Capital $1,042.8 $524.2 $432.7 $306.3 $103.3 $36.3 $20.4 $16.7 $11.3 (47.2%) as a % of Total Revenue 22.6% 15.3% 13.0% 14.2% 7.2% 4.0% 3.1% 3.0% 8.2% 6.6% (1) Total operating expenses were allocated between the U.S. and International Consumer Receivables Segments based on each of the U.S. and International Segment's (1) respective total revenue contribution (2) Latest twelve months ended December 31, 2019 37

 

 

Valuation Support Portfolio Details - Arthur Funding Source: Management Arthur Funding - Fundings by Client ($ actual) Date Funded Redacted Client Name Funded Amount 05/22/19 Client 1 $8,532.50 06/20/19 Client 1 2,000.00 07/25/19 Client 1 1,500.00 08/29/19 Client 1 2,500.00 09/30/19 Client 1 3,000.00 10/25/19 Client 1 5,000.00 12/23/19 Client 1 2,500.00 02/19/20 Client 1 1,500.00 06/06/19 Client 2 35,604.00 07/05/19 Client 2 1,000.00 08/05/19 Client 2 1,000.00 09/05/19 Client 2 1,000.00 10/04/19 Client 2 1,000.00 11/05/19 Client 2 1,000.00 12/05/19 Client 2 1,000.00 01/06/20 Client 2 1,000.00 02/05/20 Client 2 1,000.00 03/05/20 Client 2 1,000.00 06/06/19 Client 3 34,370.00 07/15/19 Client 3 4,000.00 08/15/19 Client 3 4,000.00 09/16/19 Client 3 4,000.00 10/15/19 Client 3 4,000.00 11/15/19 Client 3 4,000.00 12/11/19 Client 3 1,500.00 12/13/19 Client 3 4,000.00 01/21/20 Client 3 4,000.00 02/13/20 Client 3 4,500.00 06/11/19 Client 4 1,355.34 08/16/19 Client 4 10,000.00 08/28/19 Client 4 1,500.00 10/01/19 Client 4 1,500.00 11/01/19 Client 4 $1,500.00 Arthur Funding - Fundings by Client (continued) ($ actual) Date Funded Redacted Client Name Funded Amount 11/27/19 Client 4 1,500.00 01/06/20 Client 4 1,500.00 02/03/20 Client 4 1,500.00 03/05/20 Client 4 1,500.00 06/13/19 Client 5 3,460.00 07/05/19 Client 5 1,000.00 07/25/19 Client 5 10,000.00 09/03/19 Client 5 2,000.00 10/15/19 Client 5 1,500.00 12/09/19 Client 5 2,500.00 01/16/20 Client 5 2,000.00 02/10/20 Client 5 1,500.00 06/17/19 Client 6 37,500.00 07/26/19 Client 7 17,245.50 09/09/19 Client 7 1,000.00 11/22/19 Client 7 1,000.00 02/03/20 Client 7 1,000.00 03/23/20 Client 7 1,500.00 07/30/19 Client 8 2,000.00 09/10/19 Client 8 2,000.00 10/04/19 Client 8 2,500.00 12/04/19 Client 8 2,500.00 01/02/20 Client 8 1,000.00 09/05/19 Client 9 5,000.00 11/05/19 Client 10 10,000.00 02/24/20 Client 11 5,000.00 02/28/20 Client 12 5,000.00 03/25/20 Client 12 5,000.00 03/13/20 Client 13 5,000.00 03/18/20 Client 14 22,548.69 Total $312,116.03 38

 

 

Valuation Support Portfolio Details - Arthur Funding (continued) Source: Management Arthur Funding - Fundings by Client ($ actual) Date Funded Redacted Client Name Funded Amount Various Client 1 $26,532.50 Various Client 2 44,604.00 Various Client 3 68,370.00 Various Client 4 21,855.34 Various Client 5 23,960.00 6/17/2019 Client 6 37,500.00 Various Client 7 21,745.50 Various Client 8 10,000.00 9/5/2019 Client 9 5,000.00 11/5/2019 Client 10 10,000.00 2/24/2020 Client 11 5,000.00 Various Client 12 10,000.00 3/13/2020 Client 13 5,000.00 3/18/2020 Client 14 22,548.69 Total $312,116.03 Arthur Funding - Fundings by Month ($ actual) Month Funded Funded Amount May 2019 $8,532.50 June 2019 114,289.34 July 2019 36,745.50 August 2019 19,000.00 September 2019 18,000.00 October 2019 15,500.00 November 2019 19,000.00 December 2019 14,000.00 January 2020 9,500.00 February 2020 21,000.00 March 2020 36,548.69 Total $312,116.03 39

 

 

Valuation Support – Personal Injury Claims & GAR Selected Public Companies - Valuation Multiples Source: S&P Capital IQ and public filings Selected Public Companies Analysis - Enterprise Valuation Multiples ($ in millions) Enterprise Value as a Multiple of Company Name Stock Price as of 4/6/20 % of 52 Week High Enterprise Value LTM EBITDA 2020 EBITDA 2021 EBITDALTM Revenue Arrow Global Group PLC $1.21 32.14% NA NMF NMF NMF NMF Axactor SE 0.72 31.17% $1,039.4 3.2x 2.3x 2.4x 3.25x Cembra Money Bank AG 87.90 69.23% NA NMF NMF NMF NMF Collection House Limited 0.66 80.97% 208.7 1.8x 2.0x 1.9x 1.85x Credit Acceptance Corporation 252.21 49.45% NA NMF NMF NMF NMF Encore Capital Group, Inc. 20.55 51.17% 4,063.6 2.9x 2.7x 2.6x 2.89x KRUK Spólka Akcyjna 17.31 37.53% 933.3 2.8x 2.9x 2.8x 2.83x PRA Group, Inc. 23.02 58.16% 3,882.6 3.8x 3.5x 3.2x 3.82x Average $50.45 51.23% $2,025.6 2.9x 2.7x 2.6x 2.93x Median 18.93 50.31% 1,039.4 2.9x 2.7x 2.6x 2.89x Selected Public Companies Analysis - Equity Valuation Multiples ($ in millions) Equity Value as a Multiple of Company Name Stock Price as of 4/6/20 % of 52 Week High Market Capitalization Book Value Tangible Book Value LTM Earnings Arrow Global Group PLC $1.21 32.14% $213.5 0.82x NMF 4.8x Axactor SE 0.72 31.17% 132.6 0.35x 0.49x 6.9x Cembra Money Bank AG 87.90 69.23% 2,582.5 2.29x 2.98x 15.4x Collection House Limited 0.66 80.97% 103.3 0.57x 0.67x 4.3x Credit Acceptance Corporation 252.21 49.45% 4,615.2 1.98x 1.98x 7.3x Encore Capital Group, Inc. 20.55 51.17% 639.1 0.63x 7.38x 3.9x KRUK Spólka Akcyjna 17.31 37.53% 328.4 0.64x 0.67x 4.6x PRA Group, Inc. 23.02 58.16% 1,045.5 0.89x 1.53x 12.2x Average $50.45 51.23% $1,207.5 1.02x 2.24x 7.4x Median 18.93 50.31% 483.8 0.73x 1.53x 5.8x 40

 

 

Valuation Support – Small Business Lending Selected Public Companies - Valuation Multiples Source: S&P Capital IQ and public filings Selected Public Companies Analysis - Enterprise Valuation Multiples ($ in millions) Enterprise Value as a Multiple of Company Name Stock Price as of 4/6/20 % of 52 Week High Enterprise Value LTM EBITDA 2020 EBITDA 2021 EBITDA LTM Revenue Atlanticus Holdings Corporation $9.78 53.50% NA NMF NMF NMF NMF Enova International, Inc. 12.71 39.78% NA NMF NMF NMF NMF EZCORP, Inc. 4.57 40.62% $586.9 0.7x 0.7x 0.6x 0.69x Marlin Business Services Corp. 6.04 23.74% NA NMF NMF NMF NMF On Deck Capital, Inc. 1.01 17.75% NA NMF NMF NMF NMF Regional Management Corp. 10.75 30.78% 943.3 2.7x 2.5x 2.3x 2.72x World Acceptance Corporation 50.29 28.61% 1,059.0 1.8x 1.8x 1.7x 1.81x Average $13.59 33.54% $863.0 1.7x 1.6x 1.5x 1.74x Median 9.78 30.78% 943.3 1.8x 1.8x 1.7x 1.81x Selected Public Companies Analysis - Equity Valuation Multiples ($ in millions) Equity Value as a Multiple of Company Name Stock Price as of 4/6/20 % of 52 Week High Market Capitalization Book Value Tangible Book Value LTM Earnings Atlanticus Holdings Corporation $9.78 53.50% $141.4 NMF NMF 5.9x Enova International, Inc. 12.71 39.78% 400.4 1.11x 6.12x 3.4x EZCORP, Inc. 4.57 40.62% 254.2 0.34x 0.67x 35.6x Marlin Business Services Corp. 6.04 23.74% 71.6 0.34x 0.36x 2.7x On Deck Capital, Inc. 1.01 17.75% 59.0 0.23x 0.24x 2.8x Regional Management Corp. 10.75 30.78% 118.4 0.39x 0.40x 2.8x World Acceptance Corporation 50.29 28.61% 363.7 0.93x 1.01x 9.4x Average $13.59 33.54% $201.2 0.56x 1.47x 8.9x Median 9.78 30.78% 141.4 0.37x 0.54x 3.4x 41

 

 

Valuation Support Selected M&A Transactions Analysis Source: S&P Capital IQ and public filings Selected M&A Transactions Analysis ($ in millions) Closed Equity Equity Value / Date Target Acquirer Target Description Value Book Value LTM Earnings Jul-14 Aktiv Kapital ASA Portfolio Recovery Associates, Inc. (nka:PRA Group, Inc.) As of July 16, 2014, Aktiv Kapital ASA was acquired by PRA Group, Inc. Aktiv Kapital ASA, together with its subsidiaries, engages in the acquisition, collection, and management of unsecured non-performing loans. $872.6 2.02x 6.1x Jun-13 Asset Acceptance Capital Corp. Encore Capital Group, Inc. Asset Acceptance Capital Corp. engages in the purchase and collection of defaulted and charged-off accounts receivable portfolios from consumer credit originators in the United States. 215.2 1.43x 36.6x Mar-12 Aktiv Kapital ASA Geveran Trading Co., Ltd. As of July 16, 2014, Aktiv Kapital ASA was acquired by PRA Group, Inc. Aktiv Kapital ASA, together with its subsidiaries, engages in the acquisition, collection, and management of unsecured non-performing loans. 1,416.3 0.94x 5.4x Average $834.7 1.46x 16.0x Median 872.6 1.43x 6.1x 42

 

 

Fully-Diluted Shares Outstanding Appendix B

 

 

Fully-Diluted Shares Outstanding Source: Management (1) Shares outstanding as of April 6, 2020, per Management (2) Dilution from outstanding options was calculated using the Treasury Stock Method and Lincoln’s range of Value (2) Per Share indications ($11.32 / $11.50 / $11.70, respectively) Fully-Diluted Shares Outstanding Low Mid High Shares Outstanding (1) 6,567,765 6,567,765 6,567,765 Options Outstanding (2) 185,221 193,046 200,971 Fully-Diluted Shares Oustanding 6,752,986 6,760,811 6,768,736 44

 

 

Asta Trading Analysis Appendix C

 

 

Asta Trading Analysis Ownership and Common Stock Overview Source: S&P Capital IQ and Company SEC filings Notes: “Insiders” in the pie chart above includes the holdings of: (i) Ricky Stern, (ii) GMS Family Investors LLC, Notes: (iii) Asta Group, Inc., (iv) Gary Stern, and (v) Emily Stern 2012 Gst Trust Institutional 8.5% Insiders 57.4% Public and Other 34.1% Shareholder Total Shares % of Total Stern, Ricky 1,178,382 17.9% GMS Family Investors LLC 871,500 13.3% Asta Group, Inc. 842,000 12.8% Stern, Gary 691,165 10.5% RBF Capital LLC 400,000 6.1% BlackRock, Inc. 278,304 4.2% Emily Stern 2012 Gst Trust 187,590 2.9% Dimensional Fund Advisors L.P. 84,433 1.3% Bridgeway Capital Management, Inc. 83,600 1.3% Geode Capital Management, LLC 39,457 0.6% Top 10 Shareholders 4,656,431 70.9% All Other Shareholders 1,911,334 29.1% Total Shares Outstanding 6,567,765 100.0% Asta - Common Stock Overview Asta - Historical Daily Trading Volume Stock Price as of April 6, 2020 $8.66 One-Week Average 7,638 Two -Week Average 7,769 One-Month Average 10,265 Stock Price as of April 6, 2019 4.54 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% % of Shares Outstanding 0.2% Stock Price as of April 6, 2018 3.35 % of Float 0.3% % of Float 0.3% % of Float 0.4% 30-Day Volume Weighted Average Price ("VWAP") $8.37 Two-Month Average 7,656 Six-Month Average 5,036 One-Year Average 5,783 60-Day VWAP 9.27 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% 90-Day VWAP 9.60 % of Float 0.3% % of Float 0.2% % of Float 0.2% 52-Week Average Closing Price $8.07 Two-Year Average 5,851 Three-Year Average 9,556 Four-Year Average 12,798 52-Week High Closing Price 10.43 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% % of Shares Outstanding 0.2% 52-Week Low Closing Price 4.50 % of Float 0.2% % of Float 0.4% % of Float 0.5% 104-Week Average Closing Price $6.00 Total Shares Outstanding 6,567,765 104-Week High Closing Price 10.43 Public Float Shares 2,374,630 104-Week Low Closing Price 2.85 Public Float % 36.2% Source: S&P Capital IQ 46

 

 

Asta Trading Analysis 2-Year Trading History Source: S&P Capital IQ 0.00 0.05 0.10 0.15 0.20 0.25 0.30 0.35 0.40 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 Volume (thousands) Share Price Consideration: $11.47 Gary Stern offer to take the Company private on October 30, 2019 at $10.75 per share COVID-19 47

 

 

Illustrative Premiums Paid Analysis Appendix D

 

 

Illustrative Premiums Paid Analysis Source: S&P Capital IQ Notes: Data excludes negative premiums, includes only announced, effective, and closed deals from April 6, 2015  Notes: through April 6, 2020, and includes transactions with a majority shareholder purchasing remaining shares Illustrative Premiums Paid Analysis Stock Price Premium (Median) Criteria Number of Transactions 1-Day Prior (%) 1-Week Prior (%) 1-Month Prior (%) All Diversified Financials Deals 11 15.0% 16.8% 27.6% All Deals with Enterprise Value < $500 million 164 17.0% 18.7% 20.0% All United States Deals 20 29.5% 30.9% 36.3% All Deals with Majority Shareholder Purchasing Remaining Shares 282 16.3% 18.6% 21.2% Asta - Stock Price as of October 30, 2019 (1) $6.79 $6.70 $7.00 Proposed Transaction @ $11.47 68.9% 71.2% 63.9% Asta - 1-Year Trailing VWAP as of October 30, 2019 (1) $5.77 Proposed Transaction @ $11.47 99.0% Asta - Stock Price as of April 6, 2020 $8.18 $8.05 $9.85 Proposed Transaction @ $11.47 40.2% 42.5% 16.4% Asta - 1-Year Trailing VWAP as of April 6, 2020 $8.07 Proposed Transaction @ $11.47 7.3% (1) October 30, 2019 represents the date of Mr. Stern's initial proposal to the Board 49