- Cantor may purchase up to 3.5 million shares of Lionheart
Acquisition Corporation II stock before closing of the business
combination with MSP Recovery, LLC
- Equity facility covers the purchase of up to $1 billion in
shares of the combined company after closing of the business
combination
MSP Recovery, LLC (“MSP Recovery” or “MSP”), a Medicare,
Medicaid, commercial, and secondary payer reimbursement recovery
leader, and Lionheart Acquisition Corporation II, a Delaware
corporation (“LCAP” or the “Company”), today announced that LCAP
has entered into a non-binding term sheet with an affiliate of
Cantor Fitzgerald L.P. (“Cantor”) pursuant to the terms of which,
upon negotiation and execution of a definitive forward purchase
agreement, Cantor may purchase, prior to the closing of LCAP’s
business combination with MSP (“Business Combination”), and at a
price at or below the redemption price, up to 3.5 million shares of
Class A Common Stock of LCAP (“Shares”) from public stockholders of
LCAP who have elected to redeem such shares.
If Cantor makes any such purchases, Cantor also will agree to
(i) transfer to MSP for cancellation any warrants to purchase
Shares received as a result of being the stockholder of record of a
Share as of the close of business on the closing date of the
Business Combination following the redemption, pursuant to the
previously announced and declared LCAP dividend, and (ii) waive any
redemption right that would require the redemption of the Shares in
exchange for a pro rata amount of the funds held in LCAP’s trust
account.
The Company and Cantor also entered into a second non-binding
term sheet with respect to a committed equity facility. Upon
entering into a purchase agreement on mutually agreed terms in
respect of such a facility, Cantor, from time to time following the
closing of the Business Combination, would be required to purchase,
at the direction of the Company, up to $1 billion in Shares. Prior
to any sales under the committed equity facility, the Company would
be required to file a resale registration statement with the SEC
and have it declared and maintained effective.
Additional information on both term sheets has been filed by
LCAP with the Securities and Exchange Commission on Form 8-K.
MSP Recovery previously announced a business combination with
Lionheart Acquisition Corporation II (Nasdaq: LCAPU, LCAP, LCAPW,
“Lionheart” or “LCAP”). LCAP will hold a special meeting of
stockholders (the “Special Meeting”) at 11:00 a.m. Eastern Time on
May 18, 2022 to approve, among other things, the Business
Combination with MSP. Stockholders of record at the close of
business on April 18, 2022 are entitled to receive notice of and to
vote at the Special Meeting. Closing is anticipated for May 20,
2022.
Shares of Class A Common Stock of the combined company are
anticipated to commence trading on Nasdaq following the Closing.
The combined company’s public warrants are anticipated to continue
to be traded on Nasdaq under the symbol “LCAPW”, and the new
warrants issued in connection with the previously announced and
declared LCAP dividend are anticipated to commence trading on
Nasdaq under the symbol “MSPRW” when issued.
About MSP Recovery Founded in 2014, MSP Recovery has
become a Medicare, Medicaid, commercial, and secondary payer
reimbursement recovery leader, disrupting the antiquated healthcare
reimbursement system with data-driven solutions to secure
recoveries against responsible parties. MSP Recovery provides the
healthcare industry with comprehensive compliance solutions, while
innovating technologies designed to help save lives. For more
information, visit: www.msprecovery.com
About Lionheart Acquisition Corporation II On January 4,
2022, LCAP filed with the U.S. Securities and Exchange Commission
(the "SEC") a definitive proxy statement regarding an extension of
the deadline to complete its business combination from February 18,
2022 to August 18, 2022 (the "Extension Proxy Statement"). Further,
Lionheart Acquisition Corporation II is a blank check company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. For more
information, visit: www.LCAP2.com.
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 and statements and the
implied enterprise value and MSP’s expectations with respect to
future performance. There is no guarantee that prospects or results
or the timing of events included or referred to in this
communication, including the continued utilization of LifeWallet,
or that it will save lives, 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 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, operating costs and future business, investment,
holding and sale decisions and costs; the failure to enter into a
definitive agreement in respect of the arrangements contemplated by
the non-binding term sheets for the forward purchase agreement and
committed equity facility with Cantor Fitzgerald L.P; the
transactions contemplated by such term sheets not achieving their
intended result or having a negative impact on the trading of
LCAP’s equity securities; the risks that the anticipated benefits
of the launch and adoption of LifeWallet are not realized or are
delayed; the risks associated with MSP’s business, including, among
others, MSP’s ability to capitalize on its assignment agreements
and recover monies that were paid by the assignors; litigation
results; the validity of the assignments of claims to MSP; a
determination that MSP’s claims are not reasonable, related or
necessary; the failure of MSP’s clients to renew their agreements
with MSP (or terminate those agreements early); MSP’s claims being
within applicable statutes of limitations; the inability to
successfully expand the scope of MSP’s claims or obtain new data
and claims from MSP’s existing assignor base or otherwise; the
limited number of MSP’s assignors and the associated concentration
of MSP’s current and future potential revenue; internal
improvements to claims and retail billing processes by MSP’s
clients that reduce the need for and revenue generated by MSP’s
products and services; healthcare spending fluctuations;
programmatic changes to the scope of benefits and limitations to
payment integrity initiatives that reduce the need for MSP’s
services; delays in implementing MSP’s services to its claims;
system interruptions or failures; cyber-security breaches and other
disruptions that could compromise MSP’s data; MSP’s failure to
maintain or upgrade its operational platforms; MSP’s failure to
innovate and develop new solutions, or the failure of those
solutions to be adopted by MSP’s existing and potential assignors;
MSP’s failure to comply with applicable privacy, security and data
laws, regulations and standards, including with respect to third
party providers; changes in legislation related to healthcare
programs and policies; changes in the healthcare market; negative
publicity concerning healthcare data analytics and payment
accuracy; competition; successfully protecting MSP’s intellectual
property rights; the risk that third parties may allege
infringement of their intellectual property; changes in the
healthcare regulatory environment and the failure to comply with
applicable laws and regulations or the increased costs associated
with any such compliance; failure to manage MSP’s growth; the
inability to attract and retain key personnel; MSP’s reliance on
its senior management team and key employees and the loss it could
sustain if any of those employees separated from the business; the
failure of vendors and providers to deliver or perform as expected,
or the loss of such vendors or providers; MSP’s geographic
concentration; MSP’s relatively limited operating history, which
makes it difficult to evaluate its current or future business
prospects; the impact of the ongoing COVID-19 pandemic; and the
risk that MSP may not be able to develop and maintain effective
internal controls. The foregoing list of factors is not exhaustive.
If any of these risks materialize or MSP’s assumptions prove
incorrect, actual results may differ materiality from the results
implied by these forward-looking statements. There may be
additional risks that we do not presently know or currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. The foregoing
list of factors is not exclusive. This communication speaks only as
of the date indicated, and the statements, expressions, information
and data included therein may change and may become stale,
out-of-date or no longer applicable. We do not have, and do not
undertake, any obligation to update, amend or revise this
communication (or to provide new, amended or revised materials),
including with respect to any forward-looking statements, whether
as a result of new information, future events, changed plans or
circumstances or any other reason, except as required by law. The
communication should not be relied upon as representing our
assessments as of any date subsequent to the date of this
communication. Accordingly, undue reliance should not be placed
upon the communication, including the forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20220513005530/en/
For Media: ICR, Inc. MSP@icrinc.com
For Investors: ICR, Inc. Marc Griffin
Marc.Griffin@icrinc.com
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