Overstock Results Presentation Deck slide image

Overstock Results Presentation Deck

Blockchain Meets Capital Markets (Continued) to tZERO overstock.com Additional Interests Siebert Financial Transactions On January 31, 2018, tZERO purchased a 24% interest in StockCross Financial Services, Inc. ("StockCross"), an affiliate of Siebert Financial Corp. ("Siebert"), and approximately 1.2 million shares of Siebert, from 12 individuals for $12 million ■ ■ ■ In a separate transaction, also on January 31, 2018, tZERO purchased 70,000 additional shares of Siebert, and a one percent ownership interest in Kennedy Cabot Acquisition, LLC, the controlling owner of Siebert ("KCA”), from KCA for $1 million tZERO believes that StockCross, a self-clearing brokerage firm, will be an important part of a network of financial firms that tZERO intends to assemble FinanceHub contains a link to access electronic discount US equity trading through Muriel Siebert, a registered broker dealer WPS Prime Letter of Intent On February 6, 2018, tZERO entered into a Letter of Intent (the "WPS LOI") with Weeden Prime Services, LLC ("WPS"), a U.S. registered broker-dealer. The WPS LOI contemplates that tZERO will acquire 51% of the outstanding membership interests of WPS for $11.0 million in cash with a subsequent purchase, prior to the first anniversary of the initial purchase, of an additional 30% of the aggregate membership interests of WPS for an additional $7.0 million in cash. Following the subsequent purchase, tZERO will own 81% of the then-outstanding membership units of WPS. The WPS LOI contemplates that the existing members of WPS shall retain certain minority investor rights, including with respect to representation on the board of managers of WPS (proportionate to ownership) and customary drag-along and tag- along rights and anti-dilution protections. The WPS LOI also contemplates that any time following the first anniversary of the second closing, tZERO may, with 60-days' written notice, acquire all (but not less than all) of the outstanding membership units of WPS not then owned by tZERO at fair market value. tZERO expects the transaction to close during third quarter of 2018, subject to the execution of definitive documentation, any applicable regulatory approvals and customary closing conditions. Other tZERO is also considering additional equity purchases. 36
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