MSP Recovery, LLC entered into letter of intent to acquire Lionheart Acquisition Corporation II from Lionheart Equities, LLC and others for $32.1 billion in a reverse merger transaction.
July 11, 2021
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MSP Recovery, LLC entered into letter of intent to acquire Lionheart Acquisition Corporation II (NasdaqCM:LCAP) from Lionheart Equities, LLC and others for $32.1 billion in a reverse merger transaction on March 14, 2021. MSP Recovery, LLC signed a definitive agreement for a business combination to acquire Lionheart Acquisition Corporation II in a reverse merger transaction on July 11, 2021. The pro forma enterprise value of the combined company is approximately $32.6 billion. Upon completion of the business combination and subject to compliance with applicable law, approximately 1.029 billion Additional Warrants will be issued to former Lionheart stockholders who have not elected to redeem their shares of Lionheart common stock in connection with the business combination. Each Additional Warrant will represent the right to purchase one share of the combined company's common stock at $11.50 per share with a 5-year tenor. Upon the closing of the transaction, the combined company will be named MSP Recovery, and its common stock, existing warrants and the Additional Warrants are expected to trade on Nasdaq under the new ticker symbols MSPR, LCAP W, and MSPR W, respectively. On May 13, 2022, Lionheart Acquisition entered into a non-binding term sheet with an affiliate of Cantor Fitzgerald & Co. Upon negotiation and execution of a definitive forward purchase agreement between the parties with respect to the proposed transaction, Cantor may purchase from public stockholders of LCAP who have elected to redeem their shares up to 3.5 million shares of Class A Common Stock of LCAP at a per share purchase price at or below the redemption price for the Shares prior to the closing of LCAP's business combination with MSP Recovery
Immediately after the Closing, MSP board of directors will consist of seven directors. MSP will continue to be managed by its existing senior executive team, led by Chief Executive Officer, John H. Ruiz. Consummation of the Business Combination is subject to conditions of the respective parties that are customary for a transaction of this type, including, among others: (a) there being no law, judgment, injunction, decree or order of any court, arbitrator or other governmental authority enjoining, restraining or prohibiting the consummation of the Closing; (b) approval by LCAP's stockholders of certain proposals to be set forth in the Proxy Statement/Prospectus; (c) the Class A Common Stock to be issued pursuant to the MIPA, including on conversion of the Purchaser Class B Units included in the Up-C Units and the New Warrants being approved for listing on the Nasdaq Capital Market; (d) LCAP having at least $5,000,001 in net tangible assets; (e) the required filings under the HSR Act having been completed and any applicable waiting period (including any extension thereof) having expired or been terminated); (e) the Form S-4 containing the Proxy Statement/Prospectus being declared effective in accordance with the provisions of the Securities Act of 1933, as amended (the Securities Act ); and (f) the MSP Companies having at least $30 million in Closing Cash and satisfaction or waiver of other customary conditions. The board of directors of Lionheart has unanimously approved the proposed transaction. As on November 11, 2021, Lionheart Acquisition Corporation II has filed with the U.S. Securities and Exchange Commission in preliminary form a registration statement on Form S-4. As of May 3, 2022, the registration statement on Form S-4 related to the previously announced proposed business combination has been declared effective by the U.S. Securities and Exchange Commission. The shareholders meeting of LCAP is scheduled on May 18, 2022. As of January 4, 2021, the special meeting to be held on January 27, 2022, to extend the date by which Lionheart Acquisition must consummate an initial business combination (the Extension) from February 18, 2022, to August 18, 2022 (the Extended Date). As of January 10, 2022, Lionheart Acquisition Corporation II, a Delaware corporation (the Company), received a written notice (the Notice) from the Listing Qualifications Department of The Nasdaq Stock Market (Nasdaq) indicating that the Company is not in compliance with Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G) (the Annual Meeting Rule). As of January 24, 2022, Lionheart Acquisition Corporation II has asked its stockholders to vote in favor of the proposal to amend its charter to extend the date by which the Company has to complete a business combination from February 18, 2022 to August 18, 2022. As of May 18, 2022, the shareholders of Lionheart Acquisition Corporation II approved the transaction. The transaction is expected to be completed in the fourth quarter of 2021. As of January 4, 2021, the transaction is expected to be complete on February 18, 2022. As of May 3, 2022, the closing is expected on May 20, 2022. As of May 21, 2022, the closing expected to occur on May 23, 2022.
Keefe, Bruyette & Woods, a Stifel Company, is serving as financial advisor to MSP Recovery. Nomura Securities International, Inc. is serving as financial and capital markets advisor to Lionheart Acquisition Corp II. Michael J. Aiello, Amanda Fenster, Devon Bodoh, Greg Featherman, Corey Chivers, Paul J. Wessel, Howard B. Dicker, Adé Heyliger, Lyuba Goltser, Kaitlin Descovich, Charan J. Sandhu, Annemargaret Connolly, John O'Loughlin, Michael Naughton, Matthew Gilroy of Weil, Gotshal & Manges LLP is serving as legal counsel to MSP Recovery. Steven D. Pidgeon, Joshua Kaye, Tom Geraghty and John Reed of DLA Piper LLP is serving as legal counsel to Lionheart Acquisition Corp II. MacKenzie Partners, Inc. acted as proxy solicitor to Lionheart Acquisition. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Lionheart Acquisition. Gutierrez Bergman Boulris, PLLC acted as legal advisor to Lionheart Acquisition. Maria T. Currier, Shannon Britton Hartsfield, Eddie Williams III and Dan M. Silverboard of Holland & Knight acted as legal advisor to Lionheart Acquisition. Lionheart Acquisition will pay that firm a fee of up to $100,000, under normal circumstances. Bilzin Sumberg Baena Price & Axelrod LLP acted as legal advisor to MSP Recovery. LCAP will also pay Nomura, in its role as financial advisor in connection with the Business Combination, total fees of $20 million. In addition, MSP will pay KBW in its role as financial advisor in connection with the Business Combination total fees of $20 million. RBC Wealth Management, Inc. acted as advisor for MSP Recovery. ICR, LLC served as communications advisor to MSP Recovery.
MSP Recovery, Inc. doing business as, LifeWallet, healthcare recovery and data analytics company. The Company is a Medicare, Medicaid, commercial, and secondary payer reimbursement recovery specialist. It is engaged in disrupting the antiquated healthcare reimbursement system, using data and analytics to identify and recover improper payments made by Medicare, Medicaid, and commercial health insurers. It analyzes historical medical claims data to identify recoverable opportunities. The Company has developed over 1,400 algorithms, which help identify waste, fraud and abuse in the Medicare, Medicaid, and commercial health insurance segments. LifeWallet solutions include LifeWallet Health, LifeWallet Legal, LifeWallet Sports, LifeWallet EDU, and LifeChain. It provides services to other parties in identifying recoverable claims as well as provides data matching and legal services. LifeWallet provides solutions for multiple industries, including healthcare, legal, education, and sports NIL.
MSP Recovery, LLC entered into letter of intent to acquire Lionheart Acquisition Corporation II from Lionheart Equities, LLC and others for $32.1 billion in a reverse merger transaction.