Acquisition

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 Brendan Carroll (Senior Partner and Co-Founder) Gordon Watson (Partner)	via Jefferies or Winterflood (below) [e-mail]
Jefferies International Limited	Tel: [phone]
Stuart Klein Neil Winward
Gaudi le Roux
Winterflood Securities Limited	Tel: [phone]
Neil Morgan Chris Mills
Link Company Matters Limited (Company Secretary)	Tel: [phone] Email:  [e-mail]

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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