Investors Capital & RCS Capital Sign Merger Agreement

Expanding into independent retail brokerage segment of financial services

October 29, 2013 -LYNNFIELD, Mass.–(BUSINESS WIRE)–On October 27, 2013, Investors Capital Holdings, Ltd. (“ICH”) (NYSE MKT:ICH) executed a definitive merger agreement (the “Merger Agreement”) with RCS Capital Corporation (“RCAP”) (NYSE:RCAP), pursuant to which RCAP will acquire ICH and its subsidiaries, including Investors Capital Corporation, a four-time recipient of the Investment Adviser Magazine Broker-Dealer of the Year Award, for a total consideration of approximately $52.5 million comprised of cash and RCAP stock. This transaction will allow RCAP to further expand its footprint in the independent financial advisor segment of the financial services industry.

Through Investors Capital Corporation, ICH has over $8 billion in assets under administration across approximately 190,000 client accounts through more than 450 independent financial advisors located in over 300 branches in the United States. It is expected that following the merger, ICH will continue to operate autonomously under its current management structure as part of the RCAP family of companies under the “Investors Capital” brand.

The closing of the transaction is subject to customary closing conditions, including FINRA approval of the proposed change in control, as well as approval of the transaction by ICH stockholders. The transaction is expected to close in the first quarter of 2014.

Nicholas S. Schorsch, Chairman of RCAP, commented, “The signing of this definitive agreement moves us ever closer to our longstanding goal of expanding into the independent retail brokerage segment of the financial services industry. The combination of RCAP and ICH allows us to broaden our portfolio of financial companies to provide a fully integrated investment solution to the retail investor by delivering high-quality investment solutions through our growing network of independent financial advisors.”

“We are excited at the opportunities afforded to ICH by this partnership,” said Tim Murphy, CEO and President of ICH. “The combined capabilities of ICH and RCAP position us strategically to pursue our vision of becoming not the biggest but the best independent broker/dealer in the industry.”

ICH will continue to operate autonomously under its current management structure as part of the RCAP family of companies under the “Investors Capital” brand

About RCAP
RCAP is a publicly traded Delaware holding company listed on the New York Stock Exchange formed to operate and grow businesses focused on the retail direct investment industry. RCAP holds a direct minority economic interest in Realty Capital Securities, LLC, a FINRA-registered wholesale broker-dealer and an investment banking and capital markets business, American National Stock Transfer, LLC, an SEC-registered transfer agent, and RCS Advisory Services, LLC, a transaction management services business. Visit www.rcscapital.com

About ICH
ICH is a diversified financial services holding company that operates primarily through its independent broker/dealer and investment advisor subsidiary, Investors Capital Corporation. Its mission is to provide premier, 5-Star Service and support to its valued registered representatives, including customizable advisory programs, proven practice management and marketing services, and time-saving technology to help them grow their businesses and exceed their clients’ expectations. Business units include Investors Capital Corporation, ICC Insurance Agency, Inc., Investors Capital Holdings Securities Corporation, and Advisor Direct, Inc. For more information, please call (800) 949-1422 x4814 or visit www.investorscapital.com.

Forward-Looking Statements
Information set forth herein (including information included or incorporated by reference herein) contains “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect ICH’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements.