determining the composition of the Board of Directors only for so long as the holders parties thereto have the requisite voting power to
determine the outcome of such vote. By virtue of the Voting Trust Agreement described below, the JLL Holders are entitled to vote all
Class B Shares held by certain of the employee Members, representing, together with the Class B Shares held by the JLL Holders,
69.7% of the combined voting power of our common stock, in favor of the election to the Board of Directors of the foregoing board
designees.
Voting Trust Agreement
In connection the completion of our initial public offering in November 2013, the JLL Holders and certain of the Members who
are employees of the Company or its subsidiaries entered into a Voting Trust Agreement pursuant to which, subject to the terms and
conditions specified therein, such employee Members deposited their Class B Shares into a voting trust and appointed the JLL
Holders, David Miller and Randi Sellari as trustees. Pursuant to the Voting Trust Agreement, all Class B Shares subject to the voting
trust will be voted proportionately with the Class A Shares (if any) and Class B Shares (if any) held by the JLL Holders directly or
indirectly. The Class B Shares held by the parties to the Voting Trust Agreement represent approximately 69.7% of the combined
voting power of our common stock (these holders held no Class A Shares immediately after the completion of the initial public
offering).
Agreements with PGHI Corp.
On February 19, 2011, JGWPT Holdings, LLC and PGHI Corp. entered into an agreement and plan of merger, or the Peachtree
Merger Agreement, pursuant to which JGWPT Holdings, LLC consummated the Peachtree Merger in July 2011. Under the terms of
the Peachtree Merger Agreement, as amended, PGHI Corp. received 60,564.20 non-voting Common Interests, 10,000 Tranche C-1
profits interests and 10,000 Tranche C-2 profits interests in JGWPT Holdings, LLC, each of which it continued to hold until the
consummation of the Company’s November 2013 initial public offering. Certain indemnification provisions under the Peachtree
Merger Agreement remained in effect upon the completion of the initial public offering, including the obligation of PGHI Corp. to
indemnify us against certain tax liabilities and other losses relating to the historical operations of PGHI Corp. and its subsidiaries.
In connection with the closing of the Peachtree Merger, subsidiaries of the Company entered into the following continuing
additional agreements with PGHI Corp. and its current affiliates:
•
an administrative services agreement, dated as of July 12, 2011, between our subsidiary Settlement Funding, LLC and
PGHI Corp, pursuant to which Settlement Funding, LLC continues to provide PGHI Corp. with certain accounting,
controllership, tax and treasury services;
•
a custodial agreement, dated as of July 12, 2011, between our subsidiary J.G. Wentworth, LLC and PGHI Corp.,
pursuant to which J.G. Wentworth, LLC continues to provide PGHI Corp. with access to certain historical records for
permitted uses; and
•
an amendment to the July 1, 2000 administrative services agreement, dated as of July 12, 2011, between Settlement
Funding, LLC and PGHI Corp.’s subsidiary Life Settlement Corporation, which agreement as so amended provides for
the provision by Settlement Funding, LLC of certain secretarial, accounting, payroll, mail, credit and banking, legal and
computer services to Life Settlement Corporation.
In addition, certain of our subsidiaries serve as subservicers in connection with certain life settlement assets of PGHI Corp. and its
subsidiaries that were not acquired in the Peachtree Merger and for which Life Settlement Corporation serves as the master servicer.
On February 8, 2013, we entered into a distribution and assignment agreement with PGHI Corp. setting forth our and PGHI
Corp.’s agreement as to certain matters relating to certain assets that were distributed by us to PGHI Corp. in February 2013 as
required by the Peachtree Merger Agreement. Among other things, we agreed in the distribution and assignment agreement to service
those distributed assets in accordance with the July 2011 administrative services agreement between Settlement Funding LLC and
PGHI Corp.
Related Person Transaction Policy
The Board of Directors has adopted a policy regarding the approval of any “related person transaction,” which is any transaction
or series of transactions in which we are or are to be a participant, the amount involved exceeds $120,000, and a “related person” (as
defined under SEC rules) has a direct or indirect material interest. Under the policy, a related person will need to promptly disclose to
our Corporate Secretary any related person transaction and all material facts about the transaction. Our Corporate Secretary will then
assess and promptly communicate that
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