BOSTON, MA -- (Marketwire) -- 08/18/08 -- The First Marblehead Corporation (NYSE: FMD)
today announced that Daniel Meyers will return to the Company effective
immediately, and beginning September 1, 2008, will serve as President and
Chief Executive Officer of the company he co-founded in 1991. Mr. Meyers
also has been elected to the Company's Board of Directors, effective
September 1, 2008. In addition, First Marblehead announced that affiliates
of GS Capital Partners ("GSCP") completed a $132.7 million cash equity
investment in the Company, pursuant to the Company's investment agreement
with GSCP, dated December 21, 2007.
First Marblehead also announced that its Board of Directors has accepted
the resignation of Jack L. Kopnisky, as Chief Executive Officer and as a
member of the Board of Directors, effective August 31, 2008.
Lead Director William R. Berkley, speaking on behalf of the Board and the
Company, said, "We believe there is no better person to now lead First
Marblehead than our co-founder Dan Meyers. Dan provides extraordinary
strategic, market and product leadership and is uniquely qualified to guide
the Company through this challenging operating environment."
Berkley continued, "We would also like to thank Jack for his services and
contribution to the Company. Jack led First Marblehead in fiscal years 2006
and 2007 through a period of strong revenue and earnings growth and through
a most challenging fiscal year 2008 as the Company had to adjust its
business model due to capital market disruption."
Dan Meyers said, "I am determined to build on the strengths of First
Marblehead and take the steps necessary to best enable the company to
enhance shareholder value. First Marblehead is committed to working with
clients and helping students finance college education."
Meyers added, "GSCP's total investment of $192.5 million provides First
Marblehead with liquidity and financial flexibility in an environment where
other institutions are stepping away from their willingness to help
students achieve their aspirations." Mr. Meyers co-founded First
Marblehead in 1991 and served as CEO until 2005. From the Company's IPO in
2003 to Mr. Meyers' departure in 2005, earnings increased at an annual rate
of approximately 125%.
The Company expects to release its financial results for the fiscal quarter
and year ended June 30, 2008 on or about Thursday, August 21, 2008. The
Company recorded a net loss of approximately $57 million, or approximately
$0.57 per diluted share, for the fiscal quarter ended June 30, 2008, and a
net loss of approximately $235 million, or approximately $2.46 per diluted
share, for the 2008 fiscal year. The quarterly loss included a pre-tax
non-cash charge of approximately $60 million resulting from an increase in
the discount rates used in determining the fair value of the Company's
service receivables. The change in the discount rates reflects the
continued dislocation in the capital markets environment, generally, and in
the private student loan asset-backed securities sector, specifically. In
addition to the $132.7 million investment by GSCP on August 18, 2008, the
Company had cash, cash equivalents and investments, as of June 30, 2008, of
approximately $221 million.
Under the terms of his Employment Agreement, Mr. Meyers will receive an
annual base salary of $1.00, provided that the Company will accrue an
amount equal to $1,000,000 per fiscal year, without interest (the "Accrued
Compensation"). The Accrued Compensation will be paid to Mr. Meyers at
such time that the Company first generates for a fiscal year (after taking
into account accrual and payment of the Accrued Compensation) (i) positive
cash flow from operations, and (ii) profit from operations. Following the
fiscal year in which Mr. Meyers achieves such financial results, he will
receive a base salary of $1,000,000 per fiscal year. Mr. Meyers also
received stock options to purchase (a) 2,000,000 shares of the Company's
common stock, at an exercise price of $6.00 per share, that will vest and
become exercisable as to 25% of the shares underlying the Stock Option on
each of the first, second, third and fourth anniversaries of the grant
date; (b) 2,000,000 shares of common stock, at an exercise price of $12.00
per share, that will vest and become exercisable in full 90 days after the
grant date; and (c) 2,000,000 shares of common stock, at an exercise price
of $16.00 per share, that will vest and become exercisable in full 90 days
after the grant date. Under certain other circumstances, the stock options
will vest and become exercisable before the time periods set forth above.
The stock options were granted as an inducement award under Section 303A.08
New York Stock Exchange Listed Company Manual. Mr. Meyers' appointment
as President and Chief Executive Officer and as a member of the Board of
Directors is subject to any required approvals.
About The First Marblehead Corporation -- First Marblehead provides
financial solutions that help students achieve their dreams. The Company
helps meet the growing demand for private education loans by providing
national and regional financial institutions and educational institutions,
as well as education loan marketers, with an integrated suite of design,
implementation and capital market services for student loan programs. First
Marblehead supports responsible lending and is a strong proponent of the
smart borrowing principle, which encourages students to access
scholarships, grants and federally-guaranteed loans before considering
private education loans. For more information, go to
www.firstmarblehead.com.
About GS Capital Partners -- Since 1986, Goldman Sachs has raised fourteen
private equity and mezzanine investment funds aggregating $72 billion of
capital and leverage commitments. GS Capital Partners is the private
equity vehicle through which The Goldman Sachs Group, Inc. conducts its
large, privately negotiated, corporate equity investment activities. GS
Capital Partners is currently investing its GS Capital Partners VI fund. GS
Capital Partners is a global private equity group with a focus on large,
sophisticated business opportunities in which value can be created through
leveraging the resources of Goldman Sachs. For more information, please
visit www.gs.com/pia.
Statements in this press release that are not purely historical in nature
constitute forward-looking statements for purposes of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995,
including statements regarding our leadership and goals for enhancing
shareholder value. These forward-looking statements are based upon our
historical performance and on our plans, estimates and expectations as of
August 18, 2008. The inclusion of this forward-looking information should
not be regarded as a representation by us or any other person that the
future results, plans, estimates or expectations contemplated by us will be
achieved. You are cautioned that matters subject to forward-looking
statements involve known and unknown risks and uncertainties, including
economic, legislative, regulatory, competitive and other factors, which may
cause our actual financial or operational results or the timing of events,
to be materially different than those expressed or implied by
forward-looking statements. We disclaim any obligation to update any
forward-looking statements as a result of developments occurring after the
date of this press release.
Contact:
Andrea Raphael
GS Capital Partners
212-357-0025
Janice D. Walker
First Marblehead
617-638-2047
Lee Jacobson
Investor Relations
617-638-2065