Beneficient Enters into New GP Primary Capital Transaction

DALLAS, April 25, 2025 (GLOBE NEWSWIRE) -- Beneficient $(BENF)$ ("Ben" or the "Company"), a technology-enabled platform providing exit opportunities and primary capital solutions and related trust and custody services to holders of alternative assets through its proprietary online platform AltAccess, today announced it has closed on the financing of a $233,333 primary capital commitment for Cork & Vines Fund I, LP ("Fund"), a fund managed by Cork & Vines GP, LP, an asset manager investing in opportunities within the premium experiential, luxury dining segment with a differentiated culinary and strategic wine program focus.

The transaction represents Ben's second GP Primary transaction of the fiscal year and third since formally launching the program in late 2024. In exchange for an interest in the Fund, the Fund received approximately $233,333 in stated value of shares of the Company's Resettable Convertible Preferred Stock (the "Preferred Stock"), which is convertible at the election of the holder into shares of the Company's Class A common stock, subject to the terms and conditions of the transaction documents. As a result of the transaction, the collateral for Company's ExAlt loan portfolio is expected to increase by approximately $233,333 of interests in alternative assets. Concurrently, the Company also entered into a Preferred Liquidity Provider Program Agreement with the Fund, whereby the Company may facilitate ongoing liquidity solutions for the Fund and its limited partners.

"We are excited to continue the momentum at the outset of this fiscal year by completing another GP primary capital transaction as we work to execute on our core liquidity and primary capital strategy," said Beneficient management. "We believe this financing reflects our ability to close transactions that drive shareholder value and enhance the value of the collateral backing our ExAlt loan portfolio. We will continue to pursue additional opportunities that align with our strategic vision and growth objectives."

Upon closing of the previously announced Public Stockholder Enhancement Transactions (the "Transactions"), the Company believes this transaction will result in the addition of approximately $77,777 (and an aggregate of approximately $10.54 million) of tangible book value attributable to the Company's stockholders.

Beneficient's GP Primary Commitment Program is focused on providing primary capital solutions and financing anchor commitments to general partners during their fundraising efforts while immediately deploying capital into our equity. Through the program, Beneficient seeks to help satisfy the up to $330 billion of potential demand for primary commitments to meet fundraising needs.

 
Reconciliation of Non-GAAP Financial Measures 
The following tables reconciles these non-GAAP financial 
 measures to the most comparable GAAP financial measures 
 as of December 31, 2024, on an actual basis and pro 
 forma assuming the Transactions occurred on December 
 31, 2024. 
                                                                                  Pro forma - 
                                                                                  Transactions 
                                                           Pro forma --              and GP 
(dollars in thousands)             Actual                Transactions (1)       Primary ((3) () 
                          -------------------------  ------------------------  ----------------- 
Tangible Book Value 
Total equity (deficit)                      14,260                14,260        24,093 
Less: Goodwill and 
 intangible assets                         (13,014)              (13,014)      (13,014) 
Plus: Total temporary 
 equity                                     90,526                90,526        90,526 
Tangible book value                        91, 772                91,772       101,605 
                           =======================   ===================  ===  =======  ======== 
 
                                                                                  Pro forma - 
                                                                                  Transactions 
                                                           Pro forma --              and GP 
                                   Actual                Transactions (1)       Primary ((3) () 
                          -------------------------  ------------------------  ----------------- 
Tangible book value 
attributable to Ben 
public company 
stockholders 
Tangible book value                         91,772                91,772       101,605 
Less: Tangible book 
 value attributable to 
 Beneficient Holdings 
 noncontrolling interest 
 holders                                   (91,772)              (82,595)      (91,070) 
Tangible book value 
 attributable to Ben's 
 public company 
 stockholders                                    -                 9,177  (2)   10,535   ((4) () 
                           -----------------------   -------------------  ---  -------  -------- 
 
Market Capitalization of 
 Ben's Class A and Class 
 B common stock as of 
 April 24, 2025 ((5) ()   $                  2,211 
 
 

(1) Assumes the Transactions closed on December 31, 2024 including that the Beneficient Holdings limited partnership agreement was amended to provide that Ben, as the indirect holder of the Class A Units and certain Designated Class S Ordinary Units of Beneficient Holdings, would receive in the event of a liquidation of Beneficient Holdings 10% of the first $100 million of distributions of Beneficient Holdings following the satisfaction of the debts and liabilities of Beneficient Holdings on a consolidated basis.

(2) Pro forma for the Transactions, represents 10% of the first $100 million of distributions of Beneficient Holdings in the event of the liquidation of Beneficient Holdings following the satisfaction of the debts and liabilities Beneficient Holdings on a consolidated basis.

(3) Assumes the Transactions closed on December 31, 2024 including that the Beneficient Holdings limited partnership agreement was amended to provide that Ben, as the indirect holder of the Class A Units and certain Designated Class S Ordinary Units of Beneficient Holdings, would receive in the event of a liquidation of Beneficient Holdings (i) 10% of the first $100 million of distributions of Beneficient Holdings following the satisfaction of the debts and liabilities of Beneficient Holdings on a consolidated basis and (ii) 33.3333% of the net asset value of the added alternative assets of up to $5 billion in connection with ExAlt Plan liquidity and primary capital transactions entered after December 22, 2024. Pro forma for GP Primary includes the primary capital transaction described herein plus the previously disclosed $9.6 million primary capital commitment for Pulse Pioneer Fund, LP.

(4) Pro forma for the Transactions, represents (i) 10% of the first $100 million of distributions of Beneficient Holdings in the event of the liquidation of Beneficient Holdings following the satisfaction of the debts and liabilities Beneficient Holdings on a consolidated basis and (ii) 33.3333% of the net asset value of the added alternative assets of up to $5 billion in connection with ExAlt Plan liquidity and primary capital transactions entered after December 22, 2024.

(5) Based upon the closing price of the Class A common stock as reported by Nasdaq as of market close on April 24, 2025.

About Beneficient

Beneficient (Nasdaq: BENF) -- Ben, for short -- is on a mission to democratize the global alternative asset investment market by providing traditionally underserved investors - mid-to-high net worth individuals, small-to-midsized institutions and General Partners seeking exit options, anchor commitments and valued-added services for their funds- with solutions that could help them unlock the value in their alternative assets. Ben's AltQuote$(R)$ tool provides customers with a range of potential exit options within minutes, while customers can log on to the AltAccess(R) portal to explore opportunities and receive proposals in a secure online environment.

Its subsidiary, Beneficient Fiduciary Financial, L.L.C., received its charter under the State of Kansas' Technology-Enabled Fiduciary Financial Institution (TEFFI) Act and is subject to regulatory oversight by the Office of the State Bank Commissioner.

For more information, visit www.trustben.com or follow us on LinkedIn.

Contacts

Matt Kreps: 214-597-8200, mkreps@darrowir.com

Michael Wetherington: 214-284-1199, mwetherington@darrowir.com

Investor Relations: investors@beneficient.com

Important Information and Where You Can Find It

This press release may be deemed to be solicitation material in respect of a vote of stockholders to approve the Transactions. In connection with the requisite stockholder approval, Ben will file with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement and a definitive proxy statement, which will be sent to the stockholders of Ben, seeking such approvals related to the Transactions.

INVESTORS AND SECURITY HOLDERS OF BEN AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BEN AND THE TRANSACTIONS. Investors and security holders will be able to obtain a free copy of the proxy statement, as well as other relevant documents filed with the SEC containing information about Ben, without charge, at the SEC's website . Copies of documents filed with the SEC by Ben can also be obtained, without charge, by directing a request to Investor Relations, Beneficient, 325 North St. Paul Street, Suite 4850, Dallas, Texas 75201, or email investors@beneficient.com.

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