| CUSIP No. 320771207 | Page 8 of 11 Pages | |||
| SCHEDULE 13D | ||||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock of The First Marblehead Corporation. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 29th day of December, 2014.
| HC2 INVESTMENT SECURITIES, INC. | ||
| By: | /s/ Mesfin Demise | |
| Name: | Mesfin Demise | |
| Title: | Chief Financial Officer and Director | |
| HC2 HOLDINGS 2, INC. | ||
| By: | /s/ Mesfin Demise | |
| Name: | Mesfin Demise | |
| Title: | Chief Financial Officer and Director | |
| HC2 HOLDINGS, INC. | ||
| By: | /s/ Mesfin Demise | |
| Name: | Mesfin Demise | |
| Title: | Chief Financial Officer | |
| CUSIP No. 320771207 | Page 9 of 11 Pages | |||
| SCHEDULE 13D | ||||
Schedule A
HC2 Investment Securities Executive Officers and Directors
Name | Business Address | Citizenship | Principal Occupation | |||
| Philip A. Falcone | 450 Park Avenue 30th Floor, New York, NY 10022 | U.S. | President and Chief Executive Officer | |||
| Keith Hladek | 450 Park Avenue 30th Floor, New York, NY 10022 | U.S. | Chairman, Chief Operating Officer and Director | |||
| Mesfin Demise | 460 Herndon Parkway, Suite 150, Herndon, VA 20170 | U.S. | Chief Financial Officer and Director | |||
| Andrea L. Mancuso | 460 Herndon Parkway, Suite 150, Herndon, VA 20170 | U.S. | Acting General Counsel and Corporate Secretary | |||
HC2 Holdings Executive Officers and Directors
Name | Business Address | Citizenship | Principal Occupation | |||
| Philip A. Falcone | 450 Park Avenue 30th Floor, New York, NY 10022 | U.S. | President and Chief Executive Officer | |||
| Keith Hladek | 450 Park Avenue 30th Floor, New York, NY 10022 | U.S. | Chairman, Chief Operating Officer and Director | |||
| Mesfin Demise | 460 Herndon Parkway, Suite 150, Herndon, VA 20170 | U.S. | Chief Financial Officer and Director | |||
| Andrea L. Mancuso | 460 Herndon Parkway, Suite 150, Herndon, VA 20170 | U.S. | Acting General Counsel and Corporate Secretary | |||
| CUSIP No. 320771207 | Page 10 of 11 Pages | |||
| SCHEDULE 13D | ||||
HC2 Executive Officers and Directors
Name | Business Address | Citizenship | Principal Occupation | |||
| Philip A. Falcone | 450 Park Avenue 30th Floor, New York, NY 10022 | U.S. | President, Chief Executive Officer and Chairman of the Board of Directors | |||
| Robert M. Pons | 450 Park Avenue 30th Floor, New York, NY 10022 | U.S. | Executive Vice President of Business Development and Director | |||
| Keith Hladek | 450 Park Avenue 30th Floor, New York, NY 10022 | U.S. | Chief Operating Officer | |||
| Mesfin Demise | 460 Herndon Parkway, Suite 150, Herndon, VA 20170 | U.S. | Chief Financial Officer | |||
| Paul Voigt | 460 Herndon Parkway Suite 150, Herndon, VA 20170 | U.S. | Senior Managing Director | |||
| Ian Estus | 450 Park Avenue 30th Floor, New York, NY 10022 | U.S. | Managing Director - Investments | |||
| Andrea L. Mancuso | 460 Herndon Parkway, Suite 150, Herndon, VA 20170 | U.S. | Acting General Counsel and Corporate Secretary | |||
| Wayne Barr, Jr. | 450 Park Avenue 30th Floor, New York, NY 10022 | U.S. | Director | |||
| Robert V. Leffler, Jr. | 460 Herndon Parkway, Suite 150, Herndon, VA 20170 | U.S. | Director | |||
| Daniel Tseung | 460 Herndon Parkway, Suite 150, Herndon, VA 20170 | Hong Kong | Director | |||
Neither of the Reporting Persons, and none of the executive officers or directors of the Reporting Persons, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Except as set forth below, neither of the Reporting Persons, and none of the executive officers or directors of the Reporting Person, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
On September 18, 2013, the United States District Court for the Southern District of New York entered a final judgment (the “Final Judgment”) approving a settlement between the SEC and Harbinger Capital Partners LLC (“HCP LLC”), Harbinger Capital Partners Special Situations GP, LLC (“HCPSS”) LLC, Harbinger Capital Partners Offshore Manager, L.L.C., and Philip Falcone (collectively, the “HCP Parties”), in connection with the two civil actions previously filed against the HCP Parties by the SEC. One civil action alleged that certain HCP Parties violated the anti-fraud provisions of the federal securities laws by engaging in market manipulation in connection with the trading of the debt securities of a particular issuer from 2006 to 2008. The other civil action alleged that HCP LLC and Mr. Falcone violated the anti-fraud provisions of the federal securities laws in connection with a loan made by HCPSS to Philip Falcone in October 2009 and in connection with the circumstances and disclosure regarding alleged preferential treatment of, and agreements with, certain fund investors.
| CUSIP No. 320771207 | Page 11 of 11 Pages | |||
| SCHEDULE 13D | ||||
The Final Judgment bars and enjoins Mr. Falcone for a period of five years (after which he may seek to have the bar and injunction lifted) from acting as or being an associated person of any “broker,” “dealer,” “investment adviser,” “municipal securities dealer,” “municipal adviser,” “transfer agent,” or “nationally recognized statistical rating organization,” as those terms are defined in Section 3 of the Securities Exchange Act of 1934 and Section 202 of the Investment Advisers Act of 1940 (such specified entities, collectively, the “Specified Entities”). Under the Final Judgment, Mr. Falcone may continue to own and control HGI and its subsidiaries and continue to serve as HGI’s Chief Executive Officer, director and Chairman of HGI’s board except that during the period of the bar Mr. Falcone may not, other than as a result of his ownership and control of the HGI and its subsidiaries, engage in any actions that would result in him being an associated person of certain subsidiaries of HGI that are Specified Entities. During the period of the bar, Mr. Falcone may also remain associated with HCP LLC and other HCP LLC related entities, provided that, during such time, Mr. Falcone’s association must be limited as set forth in the Final Judgment. The settlement requires the HCP Parties to pay disgorgement of profits, prejudgment interest, and civil penalties totaling approximately $18 million.