JZCP Jz Capital Partners Limited

 
TIDMJZCP TIDMJZCN 
 
JZ CAPITAL PARTNERS LIMITED (the "Company" or "JZCP") 
 
 (a closed-ended investment company incorporated with limited liability under 
              the laws of Guernsey with registered number 48761) 
 
                           LEI 549300TZCK08Q16HHU44 
 
                 Further Update in relation to Secondary Sale 
 
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"). 
 
23 May 2022 
 
JZ Capital Partners Limited, the London listed fund that has investments in US 
and European microcap companies and US real estate, is pleased to provide a 
further update in relation to its interest in the Secondary Fund, JZHL 
Secondary Fund LP, being the fund to which the Company earlier sold its 
interests in certain US microcap portfolio companies. 
 
Since the Company's last update announced on 7 April 2022, a portfolio company 
of the Secondary Fund has executed an agreement to sell certain of its 
interests, with the Secondary Fund expecting to receive a distribution from 
such portfolio company of net proceeds it receives in such sale of 
approximately US$165-180 million. 
 
Shareholders are reminded that, as detailed in the Company's last update 
announced on 7 April 2022 and in its circular dated 29 October 2020, the 
Company has a Special LP Interest in the Secondary Fund, which entitles it to 
certain rights and obligations from the Secondary Fund, including to 
distributions by way of an agreed distribution waterfall. Accordingly, such 
portfolio company sale is expected to result in JZCP receiving a distribution 
from the Secondary Fund of approximately US$89-94 million, which would 
correspond to a NAV uplift to JZCP in the range of approximately 56-63 cents 
per ordinary share. JZCP's remaining interest in the Secondary Fund, based on 
pro forma financials as at 28 February 2022, is valued at approximately US$71.2 
million. 
 
Shareholders should however also be aware that completion of such portfolio 
company sale remains subject to certain conditions, including the federal 
premerger notification program established by the Hart-Scott-Rodino Act. Whilst 
it is expected that completion of the sale will occur, subject to the 
satisfaction of the relevant conditions, on or before 30 June 2022, there can 
be no assurance that the aforementioned conditions will be satisfied and, 
accordingly, that completion of such portfolio company sale (or receipt by the 
Company of its distribution) will occur. As such, the Company will make further 
announcements at the appropriate time regarding the status of completion of 
such portfolio company sale and the distribution of net proceeds related 
thereto. Furthermore and as previously announced, the Company will also make 
further announcements in relation to any further distributions of the Secondary 
Fund as and when appropriate. 
 
For completeness, the Company's key outstanding debt obligations are 
approximately US$45.0 million under the Company's Senior Facility provided by 
WhiteHorse Capital Management, LLC due on 26 January 2027, approximately £57.6 
million of zero dividend preference shares ("ZDPs") due on 1 October 2022, and 
approximately US$31.5 million of Subordinated Notes made available by Jay 
Jordan and David Zalaznick (and their affiliates) due on 11 September 2022. The 
Senior Facility does however (and as previously announced) allow and indeed 
requires, subject to compliance with its financial covenants, the repayment of 
the Subordinated Notes and the ZDPs on their respective maturities, being 11 
September 2022 and 1 October 2022 respectively. Whilst the Company's ability to 
repay the Subordinated Notes and the ZDPs does continue to be dependent upon 
the Company achieving sufficient realisations in due time, following the 
receipt of the expected distribution of the Company's entitlement to a portion 
of the Secondary Fund's proceeds of such portfolio company sale, the Company's 
obligation to redeem the ZDPs on their due date is expected to be funded, 
subject to compliance with the Senior Facility's financial covenants and the 
extension of the maturity of the Subordinated Notes. Again, the Company will 
make further announcements in relation to its key outstanding debt obligations, 
including the status or satisfaction of the same as and when appropriate. 
 
Unless otherwise defined herein, capitalised terms used in this announcement 
have the meanings given to them in the announcement of the Company dated 7 
April 2022. 
 
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 of JZCP. 
 
______________________________________________________________________________________ 
 
For further information: 
 
Kit Dunford / Ed Berry                  +44 (0)7717 417 038 / +44 (0)7703 
FTI Consulting                          330 199 
 
David Zalaznick                         +1 (212) 485 9410 
Jordan/Zalaznick Advisers, Inc. 
 
Sam Walden / Martin Chapman             +44 (0) 1481 745385 / +44 (0)1481 
Northern Trust International Fund       745183 
Administration Services (Guernsey) 
Limited 
 
Important Notice 
 
This announcement 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

May 23, 2022 02:00 ET (06:00 GMT)

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