WL Ross Holding Corp. (NASDAQ: WLRH) announced today that it has entered into several additional financing agreements to offset redemptions.
Wilbur Ross, Chairman of the Board of the Company, through WL Ross Sponsor LLC, has agreed to purchase one million shares of the Company's common stock ("Common Stock") at $10.00 per share. Equityholders of Nexeo Solutions Holdings, LLC and TPG Accolade Delaware, L.P. have agreed to receive approximately $22 million of additional future deferred payments in cash (calculated based on a price of $10.00 per share) in lieu of a portion of the cash consideration otherwise payable to them at closing, pursuant to the Agreement and Plan of Merger, dated March 21, 2016. The Company also expects to borrow an additional $50 million under its previously announced line of credit to fund cash consideration to the selling equityholders.
The Company has entered into commitment agreements with two investors who agreed to support the transaction by rescinding the election to redeem an aggregate of 5.09 million shares of Common Stock, either owned by such investors or purchased from another shareholder that elected to redeem. Pursuant to these commitment agreements WL Ross Sponsor LLC has agreed to transfer an aggregate of 1,050,398 founder shares and 62,863 shares of Common Stock to such investors.
In addition, the Company has entered into subscription agreements with certain of its advisors, who have agreed to accept Common Stock in lieu of an aggregate of up to $30.8 million of their fees.
In the aggregate, investors representing 46.8 million shares have agreed to purchase shares or not redeem shares as part of the business combination.
Wilbur L Ross, Jr. remarked, "We are delighted that the de-SPACing process has resulted in an excellent group of shareholders who believe in the long term growth prospects of the Company. We are grateful for their support."
As previously announced, the special meeting of stockholders to approve the proposed business combination has been adjourned until Wednesday, June 8, 2016 at 9:00 a.m. Eastern Time at the offices of the Company, located at 1166 Avenue of the Americas, New York, NY 10036. The Company expects to obtain stockholder approval at the reconvened special meeting on Wednesday. Assuming stockholders vote to approve the business combination, we expect that all conditions to closing will be satisfied or waived and that the business combination will close on Thursday or Friday of this week.
If you have not submitted a proxy for use at the special meeting, you are urged to do so promptly. No action is required by any stockholder who has previously delivered a proxy and who does not wish to revoke or change that proxy. Information about voting or revoking a proxy appears on page 100 of the proxy statement filed by the Company with the Securities and Exchange Commission ("SEC") on May 9, 2016, which is available without charge on the SEC's website at www.sec.gov.
About WL Ross Holding Corp.
WL Ross Holding Corp. is a Special Purpose Acquisition Company sponsored by WL Ross Sponsor LLC, an affiliate of WL Ross & Co. LLC, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. WL Ross Holding Corp. completed its initial public offering in June 2014, raising approximately $500 million in cash proceeds. WL Ross Holding Corp.'s officers and certain of its directors are affiliated with WL Ross & Co. LLC. Founded in 2000, WL Ross& Co. LLC is a global value oriented private equity firm which seeks niche opportunities in markets where it believes its knowledge, insight and experience offers an advantage in assessing and cultivating new investment opportunities.
