BALTIMORE, May 24, 2021 /PRNewswire/ -- MMA Capital
Holdings, Inc. (Nasdaq: MMAC) ("MMA" or the "Company"), an
infrastructure finance company focused on providing debt financing
for renewable energy projects, today announced that it has entered
into a definitive merger agreement with an affiliate of Fundamental
Advisors LP (together "Fundamental"), under which it will be
acquired by Fundamental in an all-cash transaction valued at
approximately $161.7 million (the
"Merger Agreement").
Under the terms of the Merger Agreement, holders of MMA's common
stock will upon the closing of the merger receive $27.77 per share in cash. This represents a 35%
premium over the 90-day volume-weighted average share price ending
May 21, 2021, and a 62% premium over
the May 21, 2021, closing share
price.
J.P. Grant, Chair of the Transaction Committee,
commented: "Together, MMA and Fundamental have enjoyed
considerable success providing development and construction
financing for solar energy generating facilities. In
order to grow to its full potential, the business needs more
capital than we have been able to provide. Following a
diligent review of our options, the Board has determined that
Fundamental, which has been a great partner in our efforts to date,
has the capital access the business needs and we are extremely
pleased that they are making the decision to acquire and grow the
business, while at the same time enabling us to meet the goal of
maximizing value for our stockholders by obtaining a significant
premium to our recent trading price."
"Since 2015, Fundamental has had a strong partnership with MMA
in renewable energy finance," added Laurence Gottlieb, Chairman and CEO of
Fundamental. "Fundamental and MMA have shared a commitment to
increasing the availability of capital for renewable energy, and we
have succeeded in accomplishing our objective. Now, by
combining Fundamental's financial strength and access to capital
with our expertise, industry connections and an experienced deal
origination team, we are well positioned to go even further to meet
the financing needs of renewable energy developers, owners and
operators throughout the country."
As a result of today's announcement, the Company does not expect
to host a conference call and webcast to discuss its financial
results for the quarter ended March 31,
2021. The Company has previously filed its quarterly report
on Form 10-Q for the first quarter of 2021.
Approvals and Timing
The agreement has been approved by the Company's Board of
Directors upon the unanimous recommendation of a Transaction
Committee consisting of all disinterested directors.
The transaction, which is currently expected to close in the
third quarter of 2021, is subject to customary closing conditions,
including the approval of MMA's stockholders, who will vote on the
transaction at a special meeting on a date to be announced. Closing
of the transaction is also contingent on the simultaneous
termination of the Company's external management agreement and the
acquisition by Fundamental of certain platform assets from MMA's
external manager pursuant to agreements that were executed
concurrently with the Merger Agreement.
Advisors
TD Securities (USA) LLC is
serving as exclusive financial advisor, and King & Spalding and Gallagher Evelius & Jones LLP
are serving as legal advisors, to MMA. Houlihan Lokey is serving as financial advisor,
and Sidley Austin LLP is serving as legal advisor to
Fundamental.
About MMAC
MMA Capital Holdings, Inc. focuses on infrastructure-related
investments that generate positive environmental and social impacts
and deliver attractive risk-adjusted total returns to our
shareholders, with an emphasis on debt associated with renewable
energy projects and infrastructure. MMA Capital is externally
managed and advised by Hunt Investment Management, LLC, an
affiliate of Hunt Companies, Inc. For additional information about
MMA Capital Holdings, Inc. (Nasdaq: MMAC), please visit MMA
Capital's website at www.mmacapitalholdings.com. For
additional information about Hunt Investment Management, LLC,
please see its Form ADV and brochure (Part 2A of Form ADV)
available at https://www.adviserinfo.sec.gov.
Cautionary Statement Regarding Forward-Looking
Statements
This Release contains forward-looking statements intended to
qualify for the safe harbor contained in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements include statements regarding the expected partial
release of the valuation allowance, the impact of the Coronavirus
("COVID-19") and other statements identified by words such
as "may," "will," "should," "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," "seek," "would," "could,"
"focus," "potential," and similar words or expressions and are made
in connection with discussions of future events and operating or
financial performance.
Forward-looking statements reflect our management's
expectations at the date of this Press Release regarding future
conditions, events or results, including the proposed transaction.
They are not guarantees of future performance. By their nature,
forward-looking statements are subject to risks and uncertainties.
Our actual results and financial condition may differ materially
from what is anticipated in the forward-looking statements. There
are many factors that could cause actual conditions, events or
results to differ from those anticipated by the forward-looking
statements contained in this Current Report. Certain risks and
uncertainties include, but are not limited to, the following: (i)
MMA may be unable to obtain shareholder approval as required for
the proposed transaction; (ii) other conditions to the closing of
the proposed transaction may not be satisfied, including that a
governmental entity may prohibit, delay or refuse to grant a
necessary regulatory approval; (iii) the proposed transaction may
involve unexpected costs, liabilities or delays; (iv) the business
of MMA may suffer as a result of uncertainty surrounding the
proposed transaction; (v) shareholder litigation in connection with
the proposed transaction may affect the timing or occurrence of the
proposed transaction or result in significant costs of defense,
indemnification and liability; (vi) MMA may be adversely affected
by other economic, business, and/or competitive factors; (vii) the
occurrence of any event, change or other circumstances could give
rise to the termination of the Merger Agreement; (viii) MMA's
ability to recognize the anticipated benefits of the proposed
transaction; (ix) the risk that the proposed transaction disrupts
MMA's current plans and operations or diverts management's or
employees' attention from ongoing business operations; (x) the risk
of potential difficulties with MMA's ability to retain and hire key
personnel and maintain relationships with third parties as a result
of the proposed transaction; and (xi) other risks to consummation
of the proposed transaction, including the risk that the proposed
transaction will not be consummated within the expected time period
or at all. For a discussion of certain additional risks and
uncertainties and the factors that could cause our actual results
to differ materially because of those risks and uncertainties or
may affect the proposed transaction, see Part I, Item 1A, Risk
Factors of our Annual Report on Form 10-K for the year ended
December 31, 2020 ("2020 Annual
Report"), filed with the United States Securities and Exchange
Commission to which reference is hereby made, as updated or
supplemented by subsequent reports that MMA has filed or files with
the United States Securities and Exchange Commission. All
forward-looking statements made herein are expressly qualified in
their entirety by these cautionary statements and there can be no
assurance that the actual results, events or developments
referenced herein will occur or be realized.
Readers are cautioned not to place undue reliance on
forward-looking statements in this Current Report or that we may
make from time to time, and to consider carefully the factors
discussed in Part I, Item 1A. "Risk Factors" of the 2020 Annual
Report in evaluating these forward-looking statements. The Company
expressly disclaims any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
www.mmacapitalholdings.com
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SOURCE MMA Capital Holdings, Inc.