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.