NEW YORK and JERSEY,
Aug. 19, 2016 /PRNewswire/
-- CIFC LLC (NASDAQ: CIFC), a U.S. private debt investment
manager, and F.A.B. Partners ("F.A.B."), an alternative investment
platform, today announced that CIFC and an affiliate of F.A.B. have
entered into a definitive merger agreement under which F.A.B. will
acquire CIFC for approximately $333
million in cash.
Under the terms of the merger agreement, CIFC shareholders will
be entitled to receive $11.46 in cash
per share – $11.36 per share as
consideration in the merger, plus a $0.10 per share distribution detailed below –
representing a premium of more than 60% over CIFC's closing share
price on August 19, 2016, and a
premium of approximately 160% over the January 27, 2016 closing share price, the day
prior to CIFC's announcement of its pursuit of strategic
alternatives to accelerate the growth of its business. The CIFC
Board has declared a cash distribution of $0.10 per share to be paid on September 12, 2016 to shareholders of record as
of the close of business on August
31, 2016.
Founded in 2005 and based in New
York, CIFC is a $14 billion
private debt manager specializing in U.S. corporate loan
strategies. CIFC has over 75 employees, including more than 30
dedicated investment professionals. The firm serves more than
200 institutional investors globally and is one of the largest
managers of collateralized loan obligations ("CLOs") in
North America.
F.A.B. is a global alternative investment platform that focuses
on originating, structuring and actively managing investments
across geographies and asset classes. F.A.B. was founded by
Michele Faissola, Dalinc Ariburnu and Nizar
Al-Bassam, each of whom has significant capital markets and
investment management experience.
Jeffrey S. Serota, Chairman of
CIFC's Board, stated: "We are pleased to have reached this
agreement with F.A.B., which follows a thorough review of strategic
and financial alternatives that generated interest from over a
dozen suitors. Our Board concluded that this offer maximizes
value for our shareholders and is in the best interests of our
investors and clients."
Stephen Vaccaro, Co-President and
Chief Investment Officer of CIFC, added, "We have spent the past 10
years building a robust and scalable U.S. private debt business.
With the support of F.A.B., our company embarks on a new chapter of
growth and product line expansion. We are thrilled to be able to
tap into the extensive experience F.A.B. can contribute to our
platform and regard F.A.B. as ideally positioned to help CIFC serve
its clients, broaden its product offerings and achieve new
milestones."
"CIFC is a leading private debt investment platform and one of
the largest CLO managers in the industry and we are thrilled that
this acquisition marks our first foray into the U.S. credit
markets," said Michele Faissola, Co-Founding Partner of F.A.B.
"CIFC's highly experienced investment team, institutional
infrastructure and blue-chip client base, make them an ideal
partner for us as we look to access the U.S. market for our
clients. Our clients are committed to capitalizing on both current
and future investment opportunities in the U.S. and we view CIFC as
our beachhead into these exciting opportunities."
Nizar Al-Bassam, Co-Founding
Partner of F.A.B., added, "With this acquisition, we are thrilled
to be backing a strong management team which we have gotten to know
well throughout the strategic process. The depth and breadth of the
team Steve and his partner, Oliver
Wriedt, have built was a key consideration in our decision
to choose the CIFC platform as our first major investment geared at
accessing the U.S. market. We are looking forward to working
alongside them to lead CIFC through its next phase of growth and
development."
F.A.B. has secured the capital backing for the acquisition of
CIFC from Supreme Universal Holdings Ltd, a company controlled by
Qatar's royal family.
The transaction has been approved by CIFC's Board of Directors.
Columbus Nova, CIFC's majority
shareholder, has agreed to vote its shares in favor of the
transaction. The transaction, which is subject to approval by
CIFC's shareholders, the satisfaction of certain regulatory
approvals and other customary closing conditions, is expected to
close this calendar year.
J.P. Morgan Securities LLC is serving as exclusive financial
advisor to CIFC and Dechert LLP and Latham & Watkins LLP are
serving as legal counsel. Moelis & Company LLC is acting
as exclusive financial advisor to F.A.B., and Weil, Gotshal &
Manges LLP and Ernst & Young LLP are serving as legal advisor
and accounting & tax advisor, respectively.
About CIFC
Founded in 2005, CIFC is a private debt
manager specializing in secured U.S. corporate loan strategies.
Headquartered in New York, CIFC is
a SEC registered investment adviser and a publicly traded company
(NASDAQ: CIFC). Serving institutional investors globally, CIFC is
one of the largest managers of senior secured corporate credit. For
more information, please visit CIFC's website at www.cifc.com.
About F.A.B. Partners
F.A.B. Partners is a
Jersey-based investment platform backed by a select group of
sophisticated, global and long term oriented investors. F.A.B.
works in partnership with its management teams and its network of
strategic advisors to generate higher absolute returns for its
investors, over the long term. F.A.B. targets superior returns
across all asset classes, sectors and geographies. For more
information, please visit www.FABpartners.com.
Forward-Looking Statements
Statements in this press release that relate to future results
and events are forward-looking statements based on CIFC's current
expectations. Actual results and events in future periods may
differ materially from those expressed or implied by these
forward-looking statements because of a number of risks,
uncertainties and other factors. All statements other than
statements of historical fact, including statements containing the
words "estimates," "believes," "anticipates," "plans," "expects,"
"will," and similar expressions, are statements that could be
deemed forward-looking statements. Risks, uncertainties and other
factors include, but are not limited to: (i) uncertainties and
risks as to the timing of completion of the merger; (ii) the
risk that the merger is not consummated, including due to the
failure to satisfy any conditions to completion of the proposed
merger; (iii) risks related to disruption of management's
attention from CIFC's ongoing business operations due to the
transaction; (iv) the outcome of any legal proceedings,
regulatory proceedings or enforcement matters that may be
instituted against CIFC and others relating to the merger
agreement; (v) the risk that the pendency of the proposed
merger disrupts current plans and operations and business
generally; (vi) the effect of the announcement of the proposed
merger on CIFC's relationships with its clients, business partners
and employees; and (vii) the amount of the costs, fees,
expenses and charges related to the proposed merger. Consider these
factors carefully in evaluating the forward-looking statements.
Additional factors that may cause results to differ materially from
those described in the forward-looking statements are set forth in
CIFC's Annual Report on Form 10–K for the fiscal year ended
December 31, 2015, which was filed
with the SEC on March 25, 2016, under
the heading "Item 1A. Risk Factors," and in subsequently filed
Forms 10-Q and 8-K. The forward-looking statements represent CIFC's
views as of the date on which such statements were made and CIFC
undertakes no obligation to publicly update such forward-looking
statements.
Additional Information and Where to Find It
This filing may be deemed to be solicitation material in respect
of the proposed acquisition of CIFC by F.A.B. Holdings I LP. In
connection with the proposed merger, CIFC will file with the
Securities and Exchange Commission (the "SEC") and furnish
to CIFC's shareholders a proxy statement and other relevant
documents. This filing does not constitute a solicitation of any
vote or approval. BEFORE MAKING ANY VOTING DECISION, CIFC'S
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY
WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors will be able to obtain a free copy of the proxy
statement, when available, and other relevant documents filed by
CIFC with the SEC at the SEC's website at www.sec.gov. In
addition, investors may obtain a free copy of the proxy statement,
when available, and other relevant documents from CIFC's website at
www.cifc.com or by directing a request to: CIFC LLC, 295
Park Avenue, 4th Floor, New
York, NY 10177, Attn: Investor Relations, (212)
624-1200.
Participants in the Solicitation
CIFC and its directors, executive officers and certain other
members of management and employees of CIFC may be deemed to be
"participants" in the solicitation of proxies from the shareholders
of CIFC in connection with the proposed merger. Information
regarding the interests of the persons who may, under the rules of
the SEC, be considered participants in the solicitation of the
shareholders of CIFC in connection with the proposed merger, which
may be different than those of CIFC's shareholders generally, will
be set forth in the proxy statement and the other relevant
documents to be filed with the SEC. Shareholders can find
information about CIFC and its directors and executive officers and
their ownership of CIFC's common stock in CIFC's amendment to its
annual report filed on Form 10-K, which was filed with the SEC on
April 29, 2016, and in Section 16
filings of directors and executive officers filed with the SEC
subsequent to that date. Additional information regarding the
interests of such individuals in the proposed acquisition of CIFC
will be included in the proxy statement relating to such
acquisition when it is filed with the SEC. These documents may be
obtained free of charge from the SEC's website at
www.sec.gov and CIFC's website at www.cifc.com.
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SOURCE CIFC LLC