REG - VPC Specialty - Acquisition

VPC Specialty Lending InvestmentsAnnouncement

20/12/2021 11:30

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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/ (https://www.zerofox.com/) ). For more information
on the transaction please see the ZeroFox and LNFA press release, which can be
found here
(https://www.businesswire.com/news/home/20211220005228/en/ZeroFox-Leading-External-Cybersecurity-SaaS-Provider-Announces-Plan-to-Acquire-IDX-and-Become-Publicly-Traded-Company-via-Merger-with-LF-Acquisition-Corp.)
.

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.  The 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, with 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 (below)

 Brendan Carroll (Senior Partner and 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 Secretary)   Tel: +44 20 7954 9567

                                                    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 (http://vpcspecialtylending.com) .

 

LEI: 549300UPEXC5DQB81P34

 

 

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