European Asset Value Funds managed by HPS Investment Partners, LLC entered into a definitive agreement to acquire Marlin Business Services Corp. (NasdaqGS:MRLN) from Red Mountain Capital Partners LLC and others for approximately $300 million on April 18, 2021. The consideration will be paid in all cash. Marlin shareholders will receive $23.50 per share, subject to certain adjustments. Following the closing, Marlin will become a privately held company and shares of Marlin will no longer be listed on NASDAQ. In case of termination of the transaction, Marlin will be required to pay a termination fee of approximately $10.3 million and HPS Investment Partners will be required to pay a termination fee of approximately $20.65 million.

The closing of the transaction is subject to various customary closing conditions, including regulatory, Marlin's shareholder approval and the waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (or any extension thereof), shall have expired or early termination thereof shall have been granted. In addition to standard closing conditions, the agreement also requires Marlin Business Bank to surrender its banking licenses and authority and terminate its FDIC insured deposits. Marlin Business Services will also be required to secure interim financing as loans and leases are transferred out of Marlin Business Bank throughout the De-Banking process. Marlin Business Services Corp's Board of Directors has unanimously approved the transaction. HPS Board of directors has also approved the transaction. In connection with the transaction, Red Mountain Capital Partners, and certain of its affiliates, have signed a Voting Agreement whereby Red Mountain Capital Partners has agreed to vote in favor of the transaction.  As on June 25, 2021, Marlin Business received the requisite regulatory non-objections to allow the company to begin implementing the plan of liquidation of Marlin Business Bank, which plan must be fully completed before the company can satisfy the closing condition that Marlin Business Bank be “de-banked” and surrender its bank charter to the applicable regulators and cease holding deposits. On July 16, 2021, the 30-day waiting period under the HSR Act expired. A Special Meeting of Shareholders has been scheduled for August 4, 2021 to vote on the transaction and related matters. As of August 4, 2021, Shareholders of Marlin Business Services Corp. approved the transaction. As of January 12, 2022, Marlin has now satisfied the De-Banking Condition and the parties intend to consummate the merger prior to the market open on Thursday, January 20, 2022. The transaction is expected to close in the first quarter of 2022.

J.P. Morgan Securities LLC served as exclusive financial advisor and fairness opinion provider and William R. Kucera, Jeffrey Taft, Barbara Goodstein, Stephanie Vasconcellos, Maritoni Kane, Meytal McCoy, Rich Assmus, Lei Shen, Larry Hamilton, Bruce Perce, Jason Bazar, David Saye and Philip Runkel of Mayer Brown served as legal counsels to Marlin Business Services Corp on the transaction. Blair T. Thetford and Joseph A. Coco of Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsels to HPS. Jennifer Broder and David Lee of Munger, Tolles & Olson LLP acted as legal advisors to Red Mountain Capital Partners. Marlin will pay J.P. Morgan an estimated fee of approximately $8.66 million, $2 million of which became payable upon the delivery of J.P. Morgan's opinion and the remainder of which will become payable upon consummation of the merger.