Item 8.01 Other Events Funded Equity Facility
On
Upon the closing of the Business Combination and receipt of written notice from Cantor as to the total number of Shares purchased by it and held as of the close of business on the date of the closing of the Business Combination (the "FEF Shares"), if any, MSP will deposit cash into a dedicated escrow account equal to the aggregate Redemption Price of such Shares purchased in the open market by Cantor.
At any time after acquiring the any such FEF Shares and prior to the Settlement Date (as defined below), Cantor may sell the FEF Shares at its sole discretion in one or more transactions, publicly or privately, at any price. For the avoidance of doubt, Cantor may also buy and sell shares of LCAP common stock that will not be subject to the terms of the FEF Term Sheet for its own account or on behalf of third parties without restriction as part of Cantor's regular business activities as a broker-dealer.
The settlement date (the "Settlement Date") for the proposed transaction is five
(5) months from the closing of the Business Combination, provided that Cantor
may accelerate the Settlement Date to the earlier of (i) the date on which MSP
has a resale registration statement declared effective by the
Upon settlement (at the end of the term described above), the following will occur:
· With respect to any FEF Shares that remain unsold at termination, Cantor will deliver all such FEF Shares to the Company on such date, and Cantor will receive from the escrow account an amount equal to the aggregate Redemption Price of such unsold FEF Shares. · With respect to any FEF Shares that were sold at or below the Redemption Price, Cantor will receive from the escrow account an amount equal to (i) the Redemption Price, less (ii) the amount equal to any proceeds received by Cantor in connection with the sales of such FEF Shares in the public market, and the Company will receive from the escrow account the amount set forth in (ii) above. · With respect to any FEF Shares sold above the Redemption Price, Cantor will receive no amounts from the escrow account, and the Company will receive from the escrow account an amount equal to the Redemption Price of such FEF Shares.
The parties intend to negotiate and execute a definitive forward purchase agreement to reflect the above terms; however, until the forward purchase agreement is signed by all the parties, with the exception of a three-day exclusivity arrangement, no party will have any liability to any other party with respect to the proposed transaction.
2 Committed Equity Facility
On
In accordance with the CEF Term Sheet, the Facility would terminate on the earliest of (i) 36 months; (ii) the sale of the Shares at the Aggregate Limit; and (iii) termination by the Company upon 10 days' notice.
Sales of the Shares to Cantor under the Facility, and the timing of any sales,
will be determined by the Company from time to time in its sole discretion and
will depend on a variety of factors, including, among other things, market
conditions and the trading price of the Shares. Prior to any sales under the
Facility, the Company would be required to file a resale registration statement
with the
The parties intend to negotiate and execute a definitive purchase agreement to reflect the above terms; however, until such purchase agreement is signed by all the parties, with the exception of a three-month exclusivity arrangement, no party will have any liability to any other party with respect to the proposed transaction.
Important Information About the Business Combination and Where to Find It
In connection with the Business Combination, LCAP has filed the Registration
Statement with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED THEREIN.
Participants in the Solicitation of Proxies
This communication is not a solicitation of a proxy from any investor or
securityholder. LCAP,
3 No Offer or Solicitation
No offer or offering of equity interests or securities of any kind is being made, conducted or extended at this time. This communication is for informational purposes only and does not constitute or include an offer to sell, or a solicitation of an offer to purchase or subscribe for, equity interests or securities of any kind or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any such offer or solicitation will be made only in connection with the delivery of a prospectus meeting the requirements of the Securities Act of 1933, as amended ("Securities Act"), or exemptions therefrom.
Cautionary Note Regarding Forward Looking Statements
This communication includes forward looking statements within the meaning of the
safe harbor from civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 21E of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and Section 27A of
the Securities Act), which include information relating to future events, future
financial performance, strategies, expectations, competitive environment,
regulation and availability of resources and involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performances
or achievements expressed or implied by the forward-looking statements. These
statements are often accompanied with or by words such as "expects," "plans,"
"projects," "forecasts," "estimates," "intends," "expects," "anticipates,"
"seeks," "targets," "continues," "believes," "opinion," "will," "could,"
"future," "growth," or "may" (or the negatives thereof) or other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward looking statements include, but
are not limited to, statements regarding MSP's plans, goals and objectives,
forecasts, budgets or projections and any related assumptions, statements and
projections regarding projected MSP claims by paid amounts, projected recovery
percentages, forecasts relating to key revenue drivers, earnings growth, gross
and cumulative recoveries and the implied enterprise value and LCAP's and MSP's
expectations with respect to future performance and anticipated financial
impacts of the Business Combination, the satisfaction or waiver of the closing
conditions to the Business Combination, and the timing of the completion of the
Business Combination. There is no guarantee that prospects or results or the
timing of events included or referred to in this communication will be achieved
or that MSP will be able to implement successfully its investment strategy or
achieve its investment objectives or return targets. Accordingly, we caution you
against relying on forward-looking statements. Forward looking statements also
are subject to a number of significant risks and uncertainties that could cause
the actual results to differ materially, and potentially adversely, from those
express or implied in the forward-looking statements. These statements are based
on various assumptions, whether or not identified in this communication, and on
the current expectations of management and are not predictions of actual
performance. Actual events and circumstances are difficult or impossible to
predict and may differ from assumptions, and such differences may be material.
Many actual events and circumstances are inherently subject to significant
business, economic and competitive uncertainties and contingencies, and are
beyond the control of MSP and LCAP and are difficult to predict. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Factors that may cause such differences include, but are not
limited to, the occurrence of any event, change, or other circumstances that
could give rise to the termination of the MIPA; the failure to enter into a
definitive agreement in respect of the arrangements contemplated by the FEF Term
Sheet and/or the CEF Term Sheet; the transactions contemplated by the FEF Term
Sheet and the CEF Term Sheet not achieving their intended result or having a
negative impact on the trading of LCAP's equity securities; the outcome of any
legal proceedings that may be instituted against LCAP or MSP or affiliated
companies following the announcement of the Business Combination; the inability
to complete the Business Combination on the expected time frame or at all,
including due to failure to obtain approval of LCAP's stockholders, certain
regulatory approvals, or the satisfaction of other conditions to closing in the
MIPA; the occurrence of any event, change, or other circumstance that could give
rise to the termination of the MIPA or could otherwise cause the Business
Combination to fail to close; the inability to obtain or maintain the common
stock listing on the
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