Greenbacker Development Opportunities Fund II, L.P. managed by Greenbacker Capital Management LLC, Sunstone Credit, Inc., IGS Ventures, Inc. and Cross River Bank entered into an investment agreement to acquire Sunlight Financial Holdings Inc. (OTCPK:SUNL) for $15 million on October 30, 2023. Under the consideration terms, the consortium will pay $15 million in cash. In connection with the execution of the Investment Agreement, buyer consortium will deposit $7,500,000 into escrow account. Pursuant to completion of the transaction, the buyer consortium will own 87.5% of the New Equity and Cross River Bank will receive 12.5% of the New Equity in the reorganized Company. In relation to this transaction, the Buyer consortium and its secured lender Cross River Bank (CRB)have entered into a Restructuring Support Agreement to reduce its debt burden while strengthening its balance sheet also, CRB entered into a Note Purchase Agreement pursuant to which CRB will provide exit financing to the reorganized Company in the form of a convertible delayed-draw promissory note in an aggregate principal amount of $20 million. In the event of termination, Sunlight Financial Holdings will be required to pay a sell-side termination fee of $450,000.

The transaction is subject to approval of bankruptcy court, Execution of support agreement, Execution of the A&R Loan and Security Agreement and Execution of shareholders' Agreement. The Independent Committee of Sunlight Financial Holdings Inc. has unanimously approved the transaction. The board of directors of Sunlight Financial Holdings Inc. established an independent committee of the Company Board consisting only of independent and disinterested directors of the Company to, among other things, analyze, review, evaluate, recommend or not recommend any proposed strategic alternative transaction involving the Company, and negotiate the terms of this Agreement and transactions contemplated. The transaction is expected to close by December 29, 2023.

Aaron Smith, and Michael Malfettone of Locke Lord LLP acted as legal advisor to buyer consortium, Ray C. Schrock, Alexander W. Welch and Alejandro Bascoy Weil, Gotshal & Manges LLP acted as legal advisor to Sunlight Financial. Alice Eaton and Kyle Kimpler of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Cross River Bank. Guggenheim Securities, LLC is serving as Investment Banker and Alvarez & Marsal is acting as financial advisor to Sunlight Financial. Piper Sandler is acting as financial advisor to Cross River Bank.

Greenbacker Development Opportunities Fund II, L.P. managed by Greenbacker Capital Management LLC, Sunstone Credit, Inc., IGS Ventures, Inc. and Cross River Bank completed the acquisition of Sunlight Financial Holdings Inc. (OTCPK:SUNL) on December 6, 2023. Sunlight Financial Holdings Inc., has completed its Chapter 11 restructuring process.