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EXHIBIT 10.108
[ROTHSCHILD INC. LETTERHEAD]
April 7, 1999
Board of Directors
National Auto Finance Company, Inc.
00000 Xxxxxxxx Xxxx Xxxx., Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Gentlemen:
Reference is hereby made to: (i) the Restructuring Agreement, dated as of April
7, 1999 (the "Restructuring Agreement"), by and among National Auto Finance
Company, Inc. ("NAFI"), National Auto Finance Company, L.P., Xxxx X. Xxxxxxx,
Xxxxx X. Xxxx, Xxxxxxx X. Xxxxx, The 1818 Mezzanine Fund, L.P., PC Investment
Company, Progressive Investment Company, Inc., Manufacturers Life Insurance
Company (U.S.A.), The Structured Finance High Yield Fund, LLC, Nova Financial
Corporation and Nova Corporation, pursuant to which NAFI will, among other
things, (a) restructure its outstanding Senior Subordinated Notes by issuing
Amended and Restated Senior Subordinated Promissory Notes (which will permit
NAFI, at its option, for a period of 24 months, to pay up to 50% of scheduled
interest payments through the issuance of Convertible Senior Subordinated Notes
which may be converted into Common Stock at a conversion price of $0.75 per
share) and (b) issue an aggregate of (x) 7,071,429 shares of Common Stock to the
Noteholders and (y) 1, 178,571 shares of Common Stock to the Equityholders and
(ii) the Note Exchange Agreement dated as of April 7, 1999 (the "Note Exchange
Agreement") by and among NAFI and the Junior Noteholders, pursuant to which,
NAFI will, among other things, restructure its outstanding Junior Notes by
issuing Second Amended and Restated Promissory Notes (which will permit NAFI, to
pay scheduled interest payments through the issuance of Junior Convertible
Subordinated Notes which may be converted into Common Stock at a conversion
price of $0.75 per share). In addition, pursuant to the Restructuring Agreement
and the Note Exchange Agreement, the Noteholders, the Equityholders and the
Junior Noteholders will waive all
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currently existing defaults and breaches by NAFI contained in the Agreements and
the Junior Notes, as the case may be. Capitalized terms defined in the
Restructuring Agreement and the Note Exchange Agreement and used but not
otherwise defined herein are used herein as so defined.
In formulating our opinion, we have, among other things: (i) reviewed the
proposed Restructuring Agreement and Note Exchange Agreement and related
exhibits (collectively, the "Restructuring Documents"); (ii) performed site
inspections; (iii) met with management of NAFI; (iv) reviewed certain
publicly-available financial and other data with respect to NAFI, including the
consolidated financial statements for the 1995, 1996 and 1997 fiscal years as
reported on SEC Form 10-K (as amended) and the September 30, 1998, June 30, 1998
and March 30, 1998 quarterly reports on SEC Form 10-Q, and certain other
financial and operating data relating to NAFI made available to us from
published sources and from the internal records of NAFI; (v) reviewed certain
financial and other data with respect to the sub-prime auto lending industry;
(vi) compared NAFI, from a financial point of view, with certain other companies
in the sub-prime auto industry that we deemed relevant; (vii) considered the
financial terms, to the extent publicly-available, of selected recent business
combinations of companies in the sub-prime auto industry which we could
reasonably foresee as relevant to NAFI's current situation; (viii) reviewed and
discussed with management of NAFI historical and forecasted financial
requirements for the execution of the Restructuring Documents; (ix) performed
such other analyses and examination and considered such other financial,
economic and market data as we deemed relevant and appropriate.
In connection with this review, we have not verified any information utilized or
independently assumed any obligation to verify any information utilized,
reviewed or considered by us in formulating our opinion and have relied on such
information being accurate and complete in all material respects. With respect
to the financial forecasts for the Restructuring Documents that have been
provided to us, we have assumed, but independently verified for purposes of our
opinion, that the forecasts have been reasonably prepared on bases reflecting
the best available estimates and judgments of management at the time of
preparation as to the future financial performance of NAFI. We have also assumed
that there have not occurred any material changes in the assets, financial
condition, results of operations, business or prospects for NAFI since the
respective dates on which their most recent financial statements were made
available to us. We have relied on advice of the respective counsel and
independent accountants to NAFI as to all legal and financial reporting matters.
In addition, we have neither assumed responsibility for making an independent
evaluation, appraisal or physical inspection of any of the assets or liabilities
(contingent or otherwise) of NAFI which it is agreed was beyond the scope of our
assignment, nor have we been furnished with any such appraisals. Our opinion is
based on economic, monetary and market and other conditions as in effect on, and
the information made available to us as of, the date hereof. Accordingly,
although subsequent developments may affect this opinion, we have not assumed
any obligations to update, revise or reaffirm this opinion.
We have further assumed that the Restructuring Documents will be executed
substantially as presented.
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We have acted as financial advisor to NAFI in connection with the Restructuring
and have been compensated for so doing. We have been retained to render this
opinion and are being compensated therefor.
Based upon the foregoing and other factors we deem relevant and in reliance
thereon, it is our opinion that the transactions contemplated by the
Restructuring Documents are fair, from a financial point of view, to NAFI and
the shareholders of NAM (other than the Equityholders and the Partnership, as to
which we express no opinion).
Very truly yours,
/s/ ROTHSCHILD, INC.
Rothschild, Inc.
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