Cohen & Company 8K Entry into a Material Definitive Agreement | COHN 23 Feb 09

Alesco Financial Inc.’s Proposed

Merger with Cohen & Company

Investor Presentation

February 23, 2009

INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 CONTAINING THE PROXY

STATEMENT/PROSPECTUS CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN

IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION BETWEEN ALESCO FINANCIAL INC. AND COHEN BROTHERS,

LLC. INVESTORS WILL BE ABLE TO OBTAIN THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT INFORMATION

FILED BY ALESCO FINANCIAL INC. WITH THE SECURITIES AND EXCHANGE COMMISSION FREE OF CHARGE AT THE SEC'S WEBSITE

WWW.SEC.GOV

FROM

ALESCO

FINANCIAL

INC.,

ATTN:

INVESTOR

RELATIONS,

2929

ARCH

STREET,

17TH

FLOOR,

PHILADELP

HIA, PENNSYLVANIA 19104.

Exhibit 99.2

Important General Information

Information set forth in this release contains forward-looking statements, which involve a

number of risks and uncertainties. AFN cautions readers that any forward-looking information

is not a guarantee of future performance and that actual results could differ materially from

those contained or implied in the forward-looking information. Such forward-looking

statements include, but are not limited to, statements about the benefits of the business

combination transaction involving AFN and Cohen & Company, including future financial and

operating results, the combined company’s plans, objectives, expectations and intentions and

other statements that are not historical facts.

The following factors, among others, could cause actual results to differ from those set forth in

the forward-looking statements: factors that affect the timing or ability to complete the

transactions contemplated herein; the ability of both companies to satisfy all necessary

closing conditions, including obtaining a financing commitment; the risk that the business will

not be integrated successfully; the risk that cost savings and any other synergies from the

transaction may not be fully realized or may take longer to realize than expected; disruption

from the transaction making it more difficult to maintain relationships with lenders, other

counterparties, or employees; competition and its effects on pricing, spending, third-party

relationships and revenues; the failure of the companies to successfully execute their

business plans, gain access to additional financing and the cost of capital. Additional factors

that may affect future results are contained in AFN’s filings with the SEC, which are available

the

SEC’s

website

www.sec.gov.

Additional Information About Merger and Where to Find it

In connection with the proposed merger, AFN will file with the SEC a Registration Statement on

Form

S-4

which

will

include

proxy

statements

AFN

and

Cohen

Company

and

prospectus

of AFN. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS

CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL

CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive

proxy

statement

will

mailed

AFN's

stockholders.

addition,

stockholders

will

able

obtain the proxy statement/prospectus and all other relevant documents filed by AFN with the

SEC

free

charge

the

SEC's

website

www.sec.gov

from

Alesco

Financial

Inc.,

Attn:

Investor Relations, 2929 Arch Street, 17th Floor, Philadelphia, PA 19104.

Participants

the

Solicitation

AFN’s

and Cohen & Company’s directors, executive officers and other members of

management

and

employees

may

deemed

participants

the

solicitation

proxies

from the stockholders of AFN in favor of the proposed merger.

Information about the directors and executive officers of AFN and their ownership of AFN stock

is set forth in AFN’s

proxy statement filed with the SEC on April 29, 2008. Investors may obtain

additional information regarding the interests of such participants by reading the proxy

statement/prospectus for the proposed merger when it becomes available. Stockholders may

obtain these documents from the SEC or AFN using the contact information above.

Table of Contents

Transaction Overview ……………………………………..

II.

Strategic Rationale ………………………………………...

III.

Terms & Conditions of Merger ……………………………

IV.

Pro Forma Combined Company ………………………….

I. Transaction Overview

Proposed Transaction

Transaction

On February 20, 2009, Alesco Financial Inc. (“AFN”) entered into a merger agreement

with Cohen & Company (“Cohen”); Cohen is to merge with a subsidiary of AFN

Combined company to be renamed; will be publicly traded; expect to move listing to

NYSE Alternext (formerly AMEX)

Merger agreement results in AFN shareholders owning 38.5% and Cohen owning 61.5%

of the combined company, assuming full conversion of Cohen interests into AFN shares

Holders of common stock of AFN will continue to hold their shares of AFN

All stock transaction following 1 for 10 reverse split of AFN shares

Combined company expected to operate as a C-Corp for tax purposes

Valuation and

Consideration

AFN: Approximately 6.0 million shares; following 1 for 10 reverse split of AFN shares

Cohen: Approximately 9.6 million shares; assuming full conversion of Cohen interests

into AFN shares

Closing

Half of 2009

Shareholder

Approval

Approval of the transaction by AFN’s shareholders; requires a quorum and the affirmative

vote of a majority of those voting

Proposed Transaction

Proposed Corporate Structure

AFN (i.e., the

public company)

C&C LLC (i.e., the

operating company)

Shareholders

Daniel Cohen and

other

individuals

(2)

C&C

Entities

(3)

Existing AFN

Shareholders

Former Cohen

Members

(1)

61.7%

38.3%

62.4%

100%

37.6%

AFN

Entities

100%

Proposed Corporate Structure

(1)

Assumes certain Cohen members in addition to Daniel Cohen do not convert their shares concurrent with closing. For tax purposes, some

may opt to remain owners at the Cohen level.

(2)

In the merger, Mr. Cohen will be issued Series A preferred stock which has no economic rights, but will entitle Mr. Cohen to elect one-third

of the members of AFN’s board of directors. In 2010, Mr. Cohen may convert the Series A preferred stock into Series B preferred stock of

AFN which will have no economic right, but will entitle Mr. Cohen to vote together with the holders of AFN’s common stock on all matters

presented to the common stockholders and to exercise approximately 31.5% of the total voting power on such matters.

(3)

Cohen’s business (i.e., broker-dealer, asset management, etc.) will be conducted through its subsidiaries at this level.

II. Strategic Rationale

Compelling Strategic Rationale

Internalizes

Management

Eliminates ongoing related party management fees without incurring any termination fee

Aligns interests of management with shareholders

Management

Rationalization

Move to a single management team for combined company

Enhances ability to attract and retain talented people

Operating

Strategy

Combined operations provides enhanced financial resilience, synergies and

economies of scale to better manage through current market conditions

Transaction

expected

accretive

AFN

shareholders

since

AFN’s

business

model will shift from a capital investment company to an operating company with

various types of revenue streams and positive cash flow from operations

Greater

capital

resources

pursue

opportunistic

initiatives

distressed

market,

which may include potential acquisitions of other asset management and

investment firms.

Combination creates a platform specializing in credit related fixed income trading

and management and a combined company with greater capital resources to

pursue opportunistic initiatives in a distressed market, which may include potential

acquisitions of other asset management and investment firms

Compelling Strategic Rationale

Strategic Fit

Specialty finance company

Flexible tax-advantaged structure with ability

to employ leverage

Externally managed by Cohen

Investment firm specializing in credit related

fixed income investments

Fee-based business model with growth

potential

Expanding broker dealer platform

Manages a variety of investment vehicles

Revenue Driven by Investment Income

Revenue Driven by Third Party Fee Streams

Potential capital appreciation through

enhanced growth

Comprehensive fixed income broker dealer

and asset management platform

Scalable business model

Diversification of revenue streams

Efficient operating structure

Appeals to a broader range of investors

Growth and Revenue Diversification

AFN

Cohen

Strategic Fit

III. Terms & Conditions of Merger

Terms & Conditions of Merger Agreement

Board

of Directors

Seven current independent directors of AFN, plus

Daniel Cohen and two additional individuals designated by Cohen & Company

Officers

Daniel Cohen will be Chairman and Chief Executive Officer

Christopher Ricciardi will be President

Joseph Pooler will be Chief Financial Officer

AFN Stock

Prior to the merger, AFN will effectuate a one-for-ten reverse stock split

Cash

will

received

lieu

fractional

connection

with

the

reverse

stock

split

Go-Shop Period

40 day period following date of merger agreement

AFN has the right to initiate, solicit and encourage takeover proposals

Proxy / Prospectus

As soon as practical after the signing of the merger agreement, AFN will file the

proxy statement/prospectus with the SEC in connection with the approval of the

transaction and the registration of company shares in the combination

Drop Dead Date

Merger must close by September 30, 2009

Break-Up Fee

$1.0

million

during

the

“go

shop”

period;

then

$1.0

million

plus

other

party’s

fees

and

expenses not to exceed $1.0 million

Terms & Conditions of Merger Agreement

IV. Pro Forma Combined Company

Company Snapshots

AFN has no employees; Cohen is AFN’s external manager

Cohen provides substantial, highly scalable infrastructure, including investment, accounting, risk management,

legal, compliance, and operations functions for AFN

Trading activities, new issue revenue,

base asset management fees, incentive

asset management fees, and gains and

losses on seed capital investments and

equity method affiliates

Net investment income from subordinated debt

financings, leveraged loans made to small and

mid-sized companies, and mortgage loans,

other real estate-related senior and

subordinated debt securities and RMBS

Revenue Streams

127 employees (as of 12-31-08)

Does not have any employees; pursuant to the

management agreement with its external

manager, Cohen, all executive officers are

employees of Cohen

Number of Employees

Philadelphia, New York, Chicago,

Washington DC, San Francisco, Paris,

London, Tokyo

Philadelphia

Locations

$76.4 million

$71.4 million (Net Investment Income)

1Q-3Q08 Net Revenue

$22.6 billion (as of 12-31-08)

Investment portfolio

AUM

Privately held company

Publicly traded REIT (NYSE:AFN)

Operating Structure

Investment firm specializing in credit

related fixed income investments with

three segments: capital markets, asset

management, and principal investing

Specialty finance company that invests in sub

debt, leveraged loans, mortgage loans and

other real estate related securities

Description

Cohen

AFN

Company Snapshots

Business Plan

Pursue asset management and

investment firm roll-up opportunities

Continue to build existing alternative

investment funds (Brigadier and

Deep Value I) and pursue launch of

new funds

Expansion of broker-dealer platform

in existing products:

Investment grade corps, MBS, ABS,

capital securities, structured credit

products

Expansion of broker-dealer platform

in new products:

European ABS / structured credit

products, whole loan trading, leverage

finance, private placement corps / ABS

Continue to evaluate incremental

“bolt-on”

business opportunities

Finalize and execute

AFN/Cohen consolidation

Rationalize and integrate

operating platforms

Continue to build broker-dealer

platform

Continue to build existing

alternative investment funds

(Brigadier and Deep Value I)

We believe the combined company

will be well positioned to take

advantage of alternatives in the

corporate / asset credit management

arena upon market recovery

Pursue best in class model for fixed

income broker-dealer in new

environment

Near-Term

Medium-Term

Long-Term

0–6 months

6–24 months

24+ months

Company Overview

Employs

127

employees

with

extensive

financial

services

and

real

estate

industry

experience

with

offices

Philadelphia,

New York, Chicago, Washington DC, San Francisco, Paris, London, and Tokyo

Managed in three operating segments:

We believe the new company will be a leading global investment firm specializing in credit related

fixed income investments with approximately $23 billion in assets under management

Principal Investing

The Capital Markets Division will include

seven traders and 25 salespeople based in

New York, Chicago, London, San Francisco

and Washington, DC

Will trade a wide range of credit-based fixed

income securities including high grade

corporate bonds, asset-backed securities,

collateralized loan obligations, mortgage-

backed securities, trust preferred securities,

whole loans, and other structured finance

instruments.

Will focus on trading of credit-based fixed

income securities in which the Company has

a historically deep level of expertise, and

which represents a market that is thinly

served by larger firms; will also selectively

commit capital to enhance client trading

activities.

New Company

Asset Management

Will seed the investment vehicles that we

sponsor with proprietary capital:

Alternative Investment Funds:

Brigadier Hedge Fund

$5 million

Deep Value Fund

$15 million

Permanent Capital Vehicles

$1 million

Will hold and manage AFN’s

historical

investment portfolio

Will be a leading credit fixed income

investment manager with a range of

investment vehicles organized along asset

classes, including alternative investment

funds, permanent capital vehicles, and

structured credit vehicles.

Alternative Investment Funds:

Brigadier Hedge Fund

$192 million

Deep Value Fund

$112 million

Permanent Capital Vehicles

$335 million

CDOs:

Corporate Loans (1)

$0.9 billion

Trust Preferred Securities (23)

$10.8 billion

Asset-Backed Securities (16)

$10.2 billion

TOTAL AUM

$22.6 billion

Capital Markets

(Broker-Dealer)

Company Overview

Competitive Strengths

Management

Arrangements

Generate

Recurring

Fee

Income

–

our

base

relatively

stable

recurring

fees

will

allow us to take advantage of market opportunities and grow our business.

Product

Innovation

and

Diversity

–

will

successfully

leverage

our

experience

into

new

products

across a

range of sectors to maximize portfolio diversification, and effectively transitioned our asset management teams

toward investment funds while building out our capital markets platform.

Client

Relationships

–

will

maintain

long-standing

relationships

with

institutional

investors.

Alignment

with

Our

Investors

–

will

invest

capital

each

our

investment

vehicles.

Comprehensive Platform –

we will have the capabilities and infrastructure to originate, manage, structure, and

trade credit related fixed income investments

Proprietary

Operating

Systems

–

our

proprietary

operations

software

will

designed

with

inherent

flexibility

respond in real-time to changing client needs and to satisfy capacity for existing and new investment products

and strategies.

Extensive

Risk

Management

Expertise

–

will

employ

sophisticated

qualitative

and

quantitative

institutional

risk management systems to monitor and manage our exposure across business lines.

Efficient

and

Scalable

Operations

–

our

existing

infrastructure

will

allow

easily

and

quickly

expand

into

new credit-based asset classes without incurring significant additional costs.

The new company will be positioned to take advantage of Cohen & Company’s competitive

strengths to seek to grow its business and deliver superior returns to investors.

Growth Strategy

The new company expects to achieve its objectives through the following growth strategies

Enhance Capital Markets Capabilities –

continue to build-out our sales and trading platform and

increase production in existing and new products, as well as expand geographically and through

our client relationships

Maintain Solid Performance –

align our economic interests with those of our investors and

deliver strong investment performance by devoting time and resources to effectively manage our

investment vehicles

Opportunistically

Pursue

Acquisitions

–

continue

pursue

revenue

and

earnings

growth

through

a management contract roll-up strategy as turmoil in the industry continues unabated and many

of our competitors in the asset management space may be considering selling assets or

management contracts in order to raise capital

Capitalize

Reputation

and

Management

Expertise

–

continue

draw

upon

the

expertise

our professionals in each of our asset classes to create a comprehensive management platform,

as well as using the strength of our reputation to attract talent and outside capital

Cohen & Company (COHN) 8-KEntry into a Material Definitive Agreement