Sunlight Financial LLC entered into non-binding letter of intent to acquire Spartan Acquisition Corp. II (NYSE:SPRQ) from Spartan Acquisition Sponsor II LLC, BNPP Asset Management UK Ltd, Adage Capital Partners, L.P. and others in a reverse merger transaction on December 14, 2020. Sunlight Financial LLC entered into a business combination agreement to acquire Spartan Acquisition Corp. II (NYSE:SPRQ) in a reverse merger transaction on January 23, 2021. The business combination reflects an estimated implied pro forma equity value at closing of $1.3 billion. Upon the closing of the transaction, existing Sunlight shareholders are expected to own approximately 50% of the combined company, Spartan stockholders are expected to own approximately 26%, and PIPE participants are expected to own approximately 19%. In connection with the transaction, investors led by Chamath Palihapitiya, Coatue, funds and accounts managed by BlackRock, Franklin Templeton and accounts advised by Neuberger Berman Investment Advisers LLC have committed and entered into separate subscription agreements to invest $250 million in a private purchase of Spartan's Class A common stock at $10 per share immediately prior to the closing of the transaction. In related transaction, Sunlight and Spartan have also entered into investor rights agreement, lock-up agreements and tax receivable agreement. Upon closing of the transaction, the combined public company will be named Sunlight Financial Holdings Inc. and Sunlight's existing management team will continue to lead the business. Post acquisition, Sunlight Financial Holdings and its common stock and warrants are expected to begin trading on the New York Stock Exchange under the ticker symbols “SUNL” and “SUNLW”.

Upon completion, the pro forma board will include nominees from existing Sunlight shareholders, Tiger Infrastructure Partners and FTV Capital, nominees from Spartan and independent directors to be nominated before closing. The transaction closing is subjected to receipt of approval from shareholders of Sunlight Financial and Spartan, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission, all required filings under the Hart Scott Rodino Antitrust Improvement Act of 1976 shall have been completed, the net tangible assets held by Spartan in the aggregate shall be equal to at least $5,000,001, closing of the PIPE, certain required consents, approvals and authorizations shall have been obtained from the applicable governmental authorities, execution of the lock-up agreements, execution of tax receivable agreements and investor rights agreement, shares of Spartan Class A common stock shall have been approved for listing on the NYSE and other customary closing conditions. The transaction has been unanimously approved by the board of Sunlight Financial and Spartan. Spartan Board unanimously recommends that its stockholders vote “FOR” the approval of the Business Combination Agreement. The board of directors of Spartan formed a special committee. As on June 17, 2021, registration statement was declared effective. As of June 21, Spartan's special meeting of stockholders is scheduled to be held on July 8, 2021 for approving the business combination. As of July 8, 2021, Spartan Acquisition stockholder approved the transaction. The transaction is expected to close in second quarter of 2021. As of June 18, 2021, the transaction is expected to complete in the third quarter of 2021. As of July 7, 2021, a majority of stockholders support all key proposals, and Spartan anticipates closing the Business Combination with Sunlight Friday, July 9, 2021.

Ramey Layne, John Kupiec, Jim Fox, Crosby Scofield, David Peck, Jason McIntosh, Julia Petty, Sean Becker, Christie Alcalá, Chris Green, Devika Kornbacher and Matt Dobbins of Vinson & Elkins L.L.P. acted as legal advisers to Spartan. G. Michael O'Leary, Taylor E. Landry, Tom Ford, Allison Mantor, Tony Eppert, Emily Cabrera, Eric Markus, Jarrett Hale, Eric Flynn of Hunton Andrews Kurth LLP acted as legal advisors to Sunlight. Citi acted as exclusive financial advisor to Sunlight. William B. Sorabella of Gibson Dunn & Crutcher LLP acted as legal advisor to transaction committee of the Board of Directors of Spartan. Leo Greenberg, Andy Fleischman and David C. Kung of Kirkland & Ellis LLP acted as legal advisers to FTV. Scott Golenbock of Milbank LLP acted as legal advisor to Tiger Infrastructure Partners. Latham & Watkins advises the Placement Agents in the transaction. Morrow Sodali LLC acted as proxy solicitor and Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Spartan Acquisition Corp.

Sunlight Financial LLC completed the acquisition of Spartan Acquisition Corp. II (NYSE:SPRQ) from Spartan Acquisition Sponsor II LLC, BNPP Asset Management UK Ltd, Adage Capital Partners, L.P. and others in a reverse merger transaction on July 9, 2021.