JZCP Jz Capital Partners Limited

 
TIDMJZCP TIDMJZCN 
 
JZ CAPITAL PARTNERS LIMITED (the "Company" or "JZCP") 
(a closed-end collective investment scheme incorporated with limited liability 
           under the laws of Guernsey with registered number 48761) 
 
                           LEI: 549300TZCK08Q16HHU44 
 
                        JZCP AGREES NEW SENIOR FACILITY 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET 
ABUSE REGULATION (EU) NO. 596/2014, WHICH FORMS PART OF UK LAW BY VIRTUE OF THE 
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). 
 
26 January 2022 
 
JZ Capital Partners Limited, the London listed fund that invests in US and 
European microcap companies and US real estate, is pleased to announce that it 
has entered into an agreement with WhiteHorse Capital Management, LLC (the "New 
Senior Lender") providing for a new five year term senior secured loan facility 
(the "New Senior Facility Agreement"). The new facility made available pursuant 
to the New Senior Facility Agreement (the "New Senior Facility") replaces the 
Company's existing senior facility (the "Existing Senior Facility") with 
clients and funds advised and sub-advised by Cohanzick Management, LLC and 
CrossingBridge Advisors, LLC (the "Existing Senior Lenders"). 
 
The New Senior Facility consists of a US$45.0 million first lien term loan (the 
"Closing Date Term Loan"), fully funded as of the closing date (being 26 
January 2022), and up to US$25.0 million in first lien delayed draw term loans 
(the "DDT Loans"), which remains undrawn as of the closing date. The Company 
can draw down the DDT Loans from time to time in its discretion in the 24 month 
period following the closing date. Customary fees and expenses were payable 
upon the drawing of the Closing Date Term Loan. 
 
The proceeds of the Closing Date Term Loan, together with cash at hand, will be 
used by the Company for the repayment of the Existing Senior Facility of 
approximately US$52.879 million due 12 June 2022 and for the payment of fees 
and expenses related to the New Senior Facility. The proceeds of the DDT Loans 
(if drawn) will be used by the Company to, among other purposes, fund certain 
permitted investments in accordance with the Company's investment policy and 
for the payment of related fees and expenses. 
 
The New Senior Facility will mature on 26 January 2027, being the date falling 
5 years from the closing date. All existing and future direct and indirect 
subsidiaries of the Company (together, the "Guarantors") guarantee the payment 
and performance of the Company's secured obligations under the New Senior 
Facility Agreement, including the payment of principal and interest on the 
same. 
 
The interest payable under the New Senior Facility Agreement will differ 
according to the choice of loan elected by the Company. If a 'Base Rate Loan' 
is selected, interest will accrue at the sum of (a) the 'Alternate Base Rate', 
being the rate last quoted by The Wall Street Journal as the 'Prime Rate' in 
the United States for such day (with a floor of 2.00 per cent. per annum), plus 
(b) the 'Applicable Margin' (as described below). If a 'LIBO Rate Loan' is 
selected, interest will accrue at the sum of (a) the 'LIBO Rate', being the 
rate as published on the applicable Bloomberg page for the relevant interest 
period (with a floor of 1.00 per cent. per annum), plus (b) the 'Applicable 
Margin'. The 'Applicable Margin' will be scaled as provided for in the terms of 
the New Senior Facility Agreement by reference to the asset coverage ratio for 
the relevant interest period and will range from 6.00 per cent. to 7.00 per 
cent. for Base Rate Loans and from 7.00 per cent. to 8.00 per cent. for LIBO 
Rate Loans. In addition, the Company may elect to pay a portion of the interest 
in kind by adding it to the outstanding principal balance in exchange for 
paying a 1.00 per cent. or 2.00 per cent. higher total interest rate. The 
Closing Date Loans are subject to a prepayment penalty if they are repaid 
before yielding a 15 per cent. return and each DDT Loan is subject to a 
prepayment penalty ranging from 3.00 per cent. to 1.00 per cent. depending on 
whether it is repaid within 1 year, 2 years or 3 years of funding. 
 
The New Senior Facility Agreement includes covenants from the Company customary 
for an agreement of this nature, including (a) maintaining a minimum asset 
coverage ratio (calculated by reference to eligible assets, subject to 
customary ineligibility criteria and concentration limits, plus unrestricted 
cash) of not less than 4.00 to 1.00, and (b) ensuring the Company retains an 
aggregate amount of unrestricted cash and cash equivalents of not less than 
US$12.5 million. The concentration limits under the New Senior Facility 
Agreement limit the size of various types of individual investments for the 
purpose of inclusion in the minimum asset coverage ratio calculation. 
 
Breach of the above-mentioned covenants constitutes an event of default under 
the New Senior Facility Agreement. Furthermore, the failure by the Company to 
(a) repay the Subordinated Loan Notes (as defined and described below) when 
they mature on 11 September 2022, or (b) redeem in full the Company's ZDP 
Shares, being its zero dividend redeemable preference shares of no par value in 
the capital of the Company when they mature on 1 October 2022, which represent 
a subordinated debt obligation of the Company as compared to the New Senior 
Facility, will also constitute an event of default under the New Senior 
Facility. The New Senior Facility Agreement also includes certain other events 
of default customary for an agreement of this nature. 
 
The New Senior Facility will be a secured debt obligation, with the security 
taking the form of a first lien granted over substantially all of the assets of 
the Company and the Guarantors, as set out in various security documents (the 
"New Facility Security Documents") entered into by, among others, the Company, 
the Guarantors and the New Senior Lender, which will be senior in right of 
payment to the lien previously granted to secure the subordinated 6 per cent. 
loan notes maturing on 11 September 2022 (the "Subordinated Loan Notes") issued 
to affiliates of David W. Zalaznick and John (Jay) Jordan II (together, being 
the "Subordinated Noteholders"). The New Senior Lender and the Subordinated 
Noteholders, among others, have also entered into a subordination and 
intercreditor agreement (the "New Subordination and Intercreditor Agreement") 
which, among other things, governs the ranking of payments and the security 
under the note purchase agreement relating to the Subordinated Loan Notes (the 
"Note Purchase Agreement") and the New Senior Facility Agreement and provides 
that indebtedness and liens under the Note Purchase Agreement will, as they 
were with the Existing Senior Lenders, be fully subordinated to the 
indebtedness and liens under the New Senior Facility, including restrictions on 
the ability of secured parties under the Note Purchase Agreement to exercise 
remedies whilst the New Senior Facility is outstanding. The New Security 
Documents and the New Subordination and Intercreditor Agreement are in 
substantially the same form as the corresponding documents previously entered 
into with the Existing Senior Lenders. 
 
The terms of the New Senior Facility represent a substantial improvement to 
those of the Existing Senior Facility. As noted above, the stated maturity of 
the Company's senior loans pursuant to the New Senior Facility will be extended 
out to 26 January 2027 from the maturity date of 12 June 2022 under the 
Existing Senior Facility. Furthermore, the New Senior Facility significantly 
reduces the Company's cost of funded debt. Specifically, the interest rate 
charged with respect to the New Senior Facility as of the closing date, 
assuming the Company selects a 'LIBO Rate Loan', would be (i) the LIBO Rate 
plus 7.00 per cent., or (ii) if the Company elects for a portion of the 
interest to be paid in kind as explained above, the LIBO Rate plus 9.00 per 
cent., of which 4.00 per cent. would be charged as payment-in-kind (PIK) 
interest. As noted above, the interest payable by the Company can fluctuate 
over time based on the Company's underlying asset coverage. For reference, the 
interest rate charged with respect to the Existing Senior Facility was the LIBO 
Rate plus 9.75 per cent. for the US$16.0 million of 'First Out' loan 
borrowings, whereas the rate on approximately US$36.3 million of 'Last Out' 
loan borrowings was the LIBO Rate plus 15.00 per cent., of which 4.00 per cent. 
was charged as PIK interest. 
 
For completeness, the Company notes that following completion of the New Senior 
Facility Agreement and the repayment of the Existing Senior Facility, the 
Company's approximate key outstanding debt obligations will be as follows: (i) 
the Subordinated Loan Notes of approximately US$31.5 million (due 11 September 
2022), (ii) the Company's ZDP Shares of approximately US$75.2 million (due 1 
October 2022), and (iii) senior secured debt of approximately US$45 million 
pursuant to the New Senior Facility with the New Senior Lender (due 26 January 
2027). As noted above, the terms of the New Senior Facility allow for, subject 
to compliance with the New Senior Facility's financial covenants, the repayment 
of the Subordinated Loan Notes and the ZDP Shares on their respective stated 
maturities. The Company's ability to repay these debt obligations does however 
remain dependent upon the Company achieving sufficient realisations of its 
assets within the relevant timeframes. 
 
Market Abuse Regulation 
 
The information contained within this announcement is considered by the Company 
to constitute inside information as stipulated under MAR. Upon the publication 
of this announcement, this inside information is now considered to be in the 
public domain. The person responsible for arranging the release of this 
announcement on behalf of the Company is David Macfarlane, Chairman. 
 
For further information: 
 
Ed Berry                                +44 (0)7703 330 199 
FTI Consulting 
 

David Zalaznick                         +1 (212) 485 9410 
Jordan/Zalaznick Advisers, Inc. 
 
Sam Walden                              +44 (0) 1481 745385 
Northern Trust International Fund 
Administration Services (Guernsey) 
Limited 
 
Important Notice 
 
This announcement also includes statements that are, or may be deemed to be, 
"forward-looking statements". These forward-looking statements can be 
identified by the use of forward-looking terminology, including the terms 
"believes", "estimates", "anticipates", "expects", "intends", "may", "will" or 
"should" or, in each case, their negative or other variations or comparable 
terminology. These forward-looking statements relate to matters that are not 
historical facts. By their nature, forward-looking statements involve risks and 
uncertainties because they relate to events and depend on circumstances that 
may or may not occur in the future. Forward-looking statements are not 
guarantees of future performance. The Company's actual investment performance, 
results of operations, financial condition, liquidity, policies and the 
development of its strategies may differ materially from the impression created 
by the forward-looking statements contained in this announcement. In addition, 
even if the investment performance, result of operations, financial condition, 
liquidity and policies of the Company and development of its strategies, are 
consistent with the forward-looking statements contained in this announcement, 
those results or developments may not be indicative of results or developments 
in subsequent periods. These forward-looking statements speak only as at the 
date of this announcement. Subject to their legal and regulatory obligations, 
each of the Company, Jordan/Zalaznick Advisers, Inc. and their respective 
affiliates expressly disclaims any obligations to update, review or revise any 
forward-looking statement contained herein whether to reflect any change in 
expectations with regard thereto or any change in events, conditions or 
circumstances on which any statement is based or as a result of new 
information, future developments or otherwise. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

January 26, 2022 13:07 ET (18:07 GMT)

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