VPC Specialty Lending Invest. PLC Acquisition (2112W)
20 Diciembre 2021 - 05:29AM
UK Regulatory
TIDMVSL
RNS Number : 2112W
VPC Specialty Lending Invest. PLC
20 December 2021
VPC Specialty Lending Investments PLC (the "Company")
Update Regarding its Holding in JAR Sponsor, LLC
The Company notes that on 20 December 2021, L&F Acquisition
Corp. (NYSE: LNFA) ("LNFA"), a special purpose acquisition company
sponsored by JAR Sponsor, LLC ("VPC Sponsor"), an affiliate of
Victory Park Capital, announced it has entered into a definitive
agreement to combine with ZeroFox ( https://www.zerofox.com/ ). For
more information on the transaction please see the ZeroFox and LNFA
press release, which can be found here .
Through VPC Sponsor, the Company currently owns 130,220 Class B
Shares and 167,284 private placement warrants in LNFA, held at an
aggregate cost basis of US$168,051. The transaction implies an
approximately US$1.4 billion post-merger pro forma equity value at
a US$10.00 price per share of common stock .
Upon transaction closing, VSL's Class B Shares will
automatically convert into one share of ZeroFox common stock . T he
aggregate undiscounted implied transaction value of the Class B
Shares is US$1,302,200 to the Company. The Company's common stock
shall be subject to a one-year post-closing lockup unless otherwise
accelerated based on average trading performance measured on a
rolling consecutive thirty-day period commencing at least 150 days
post-closing, w ith 70% vested immediately and the remaining 30%
subject to a five year vesting period from transaction close.
One-third of the unvested shares will vest sooner if the volume
weighted average price ("VWAP") per share reaches the following
levels for 20 out of 30 trading days at any time during the five
years: US$12.50, US$15.00 and US$17.50. The Company will initially
value the common stock at a 30% discount to the closing trade price
to account for deal closing risk, vesting and illiquidity due to
the lock up on the common stock. The discounted valuation above
results in a value of US$911,540 representing a 0.19% (0.24p)
increase to the 31 October 2021 NAV (before fees).
Similarly, each private placement warrant converts into a
warrant to purchase one share of common stock of ZeroFox . The
Company holds 167,284 warrants, which maintain a US$11.50 per share
strike price, provide for cashless exercise and expire five years
after closing of the transaction. The private placement warrants
are valued utilising an option pricing model/Black Sholes model.
The initial valuation of the private placement warrants at
transaction close is US$266,651 representing a 0.2% (0.03p)
increase to the 31 October 2021 NAV (before fees).
The transaction is expected to close in the second quarter of
2022 and remains subject to LNFA shareholder approval amongst other
closing conditions.
Enquiries
For further information, please contact:
Victory Park Capital via Jefferies or Winterflood
Brendan Carroll (Senior Partner and (below)
Co-Founder) info@vpcspecialtylending.com
Gordon Watson (Partner)
Jefferies International Limited Tel: +44 20 7029 8000
Stuart Klein
Neil Winward
Gaudi le Roux
Winterflood Securities Limited Tel: +44 20 3100 0000
Neil Morgan
Chris Mills
Link Company Matters Limited (Company Tel: +44 20 7954 9567
Secretary) Email: VPC@linkgroup.co.uk
About VPC Specialty Lending Investments PLC
VPC Specialty Lending Investments PLC (Company No. 9385218) is a
UK listed investment trust focused on asset-backed lending to
emerging and established businesses with the goal of building
long-term, sustainable income generation. The Company identifies
investment opportunities across various industries and geographies
to offer shareholders access to a diversified portfolio of
opportunistic credit investments originated by non-bank lenders
with a focus on the rapidly developing technology-enabled lending
sector.
Further information on VPC Specialty Lending Investments PLC is
available at : http://vpcspecialtylending.com .
LEI: 549300UPEXC5DQB81P34
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END
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