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RCS Capital Corporation Receives B2 rating from Moody's, B+ from S&P

NEW YORK, March 4, 2014 /PRNewswire/ -- RCS Capital Corporation (NYSE: RCAP) ("RCAP") announced today that it had received a B2 corporate rating from Moody's Investors Service ("Moody's") and a B+ rating from Standard & Poor's ("S&P").  In addition, RCAP's proposed $575 million senior secured first lien facilities received a B2 rating from Moody's and a B+ rating from S&P.  RCAP's proposed $150 million senior secured second lien term loan received a Caa1 rating from Moody's and a B- rating from S&P.  The debt is expected to be issued in conjunction with RCAP's previously announced pending acquisition of Cetera Financial Holdings, Inc. and is being arranged by Barclays Bank PLC and Merrill Lynch, Pierce, Fenner & Smith, Incorporated as Joint Lead Arrangers and Bookrunners.  These ratings assume that RCAP will complete all of its previously announced acquisitions.

RCS Capital Corporation, Inc.

William M. Kahane, Chief Executive Officer of RCAP, commented, "We view the ratings issued by Moody's and S&P for our new credit facilities as a strong endorsement of the Cetera acquisition and of our acquisition plan under which we expect to become the second-largest network of financial advisors in the United States."

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 financial services 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. Additional information about RCAP can be found on its website at www.rcscapital.com. RCAP may disseminate information about itself, including the results of its operations and financial information, via social media platforms such as Facebook, LinkedIn and Twitter.

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 Exchange Act), which reflect RCAP'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. Such forward-looking statements include, but are not limited to, whether and when the pending acquisitions will be consummated, RCAP's plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to RCAP, including regarding future dividends and market valuations, and other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: RCAP's inability to complete any financings required to obtain funding for the cash consideration and other costs of the previously announced pending acquisitions; RCAP's inability to integrate the businesses acquired in the pending acquisitions with its existing businesses; market volatility; unexpected costs or unexpected liabilities that may arise from the pending acquisitions, whether or not consummated; RCAP's inability to retain key personnel; the deterioration of market conditions; and future regulatory or legislative actions that could adversely affect the parties to the pending acquisitions.

Actual results may differ materially from those contemplated by such forward-looking statements due to certain factors, including RCAP's ability to consummate its previously announced pending acquisitions and those other factors set forth in the Risk Factors section of RCAP's Annual Report on Form 10-K. Further, forward-looking statements speak only as of the date they are made, and RCAP undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

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SOURCE RCS Capital Corporation

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