REG-JZ Capital Ptnrs Ltd: Disposal of Interest in ISS and Rollover Investment

JZ Capital PartnersAnnouncement

14/12/2022 17:30

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

Disposal of Interest in Industrial Services Solutions
and Associated Rollover Investment

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").

14 December 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 announce it
has agreed to sell its interest in Industrial Services Solutions ("ISS"), one
of the Company's US micro-cap portfolio companies, to Wynnchurch Capital (the
"Disposal").

It is expected that, in connection with the Disposal, JZCP will receive (a)
initial proceeds of approximately US$22.5 million payable upon closing, and
(b) up to a further approximately US$8.3 million which will be payable
post-closing pursuant to a standard escrow arrangement that is subject to
customary final closing adjustments. The Company intends to use the proceeds
it receives in connection with the Disposal towards the implementation of the
aims of the Company's investment policy and for general corporate purposes.

The Company also notes that Edgewater Growth Capital Partners L.P. (including
its parallel and affiliated funds and investment vehicles) ("Edgewater"), one
of the Company's major shareholders, and the Fund A Entities (as defined
below), of which David W. Zalaznick and John (Jay) W. Jordan II (the "JZAI
Founders") are the senior personnel of the general partner, the manager and
the senior investment team, are participating in the Disposal on the same
terms as the Company in respect of their respective ownership interests. For
the purposes of this announcement, the "Fund A Entities" means Fund A, L.P.
together with its parallel Funds (Fund A Parallel Fund I L.P., Fund A Parallel
Fund II L.P., and Fund A Parallel Fund III L.P.).

In addition to the Disposal, JZCP will continue to maintain an interest in ISS
to be held through a new investment vehicle, Industrial Service Solutions WC
L.P., together with Edgewater and the Fund A Entities who will also continue
to maintain an interest through the same vehicle on a pari passu basis (the
"Rollover Investment" and, together with the Disposal, the "Transaction"). The
value attributable to JZCP's share in the Rollover Investment is approximately
US$21.1 million. Signing and completion of the Transaction is to occur
simultaneously on the date of this Announcement.

ISS is a provider of aftermarket maintenance, repair, and field services for
critical process equipment throughout the US.

The total value attributable to the Transaction, taking into account the
proceeds of the Disposal and the value of the Rollover Investment, amounts to
US$52.0 million, which represents 54.2 per cent. of the net asset value
attributable to JZCP's interest in ISS of US$95.9 million as at 31 August
2022. The Company's realisation of its investment in ISS is however being
undertaken in furtherance of the Company's investment policy and with the
partial realisation derisking its investment in the context of that policy.

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 FTI Consulting                                                        +44 (0)7717 417 038 / +44 (0)7703 330 199  
 David Zalaznick Jordan/Zalaznick Advisers, Inc.                                              +1 (212) 485 9410                          
 Hannah Hayward Northern Trust International Fund Administration Services (Guernsey) Limited  +44 (0) 1481 745417                        

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.



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