Written by 5:16 pm EU Investment

JZ Capital Partners Ltd – Disposal of Interest in ISS and Rollover Investment

JZ CAPITAL PARTNERS LIMITED (the “Company” or “JZCP”)

(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 48761)

LEI 549300TZCK08Q16HHU44

Disposal of Interest in Industrial Services Solutions
and Associated Rollover Investment

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014, WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“MAR”).

14 December 2022

JZ Capital Partners Limited, the London listed fund that has investments in US and European microcap companies and US real estate, is pleased to announce it has agreed to sell its interest in Industrial Services Solutions (“ISS”), one of the Company’s US micro-cap portfolio companies, to Wynnchurch Capital (the “Disposal”).

It is expected that, in connection with the Disposal, JZCP will receive (a) initial proceeds of approximately US$22.5 million payable upon closing, and (b) up to a further approximately US$8.3 million which will be payable post-closing pursuant to a standard escrow arrangement that is subject to customary final closing adjustments. The Company intends to use the proceeds it receives in connection with the Disposal towards the implementation of the aims of the Company’s investment policy and for general corporate purposes.

The Company also notes that Edgewater Growth Capital Partners L.P. (including its parallel and affiliated funds and investment vehicles) (“Edgewater”), one of the Company’s major shareholders, and the Fund A Entities (as defined below), of which David W. Zalaznick and John (Jay) W. Jordan II (the “JZAI Founders”) are the senior personnel of the general partner, the manager and the senior investment team, are participating in the Disposal on the same terms as the Company in respect of their respective ownership interests. For the purposes of this announcement, the “Fund A Entities” means Fund A, L.P. together with its parallel Funds (Fund A Parallel Fund I L.P., Fund A Parallel Fund II L.P., and Fund A Parallel Fund III L.P.).

In addition to the Disposal, JZCP will continue to maintain an interest in ISS to be held through a new investment vehicle, Industrial Service Solutions WC L.P., together with Edgewater and the Fund A Entities who will also continue to maintain an interest through the same vehicle on a pari passu basis (the “Rollover Investment” and, together with the Disposal, the “Transaction”). The value attributable to JZCP’s share in the Rollover Investment is approximately US$21.1 million. Signing and completion of the Transaction is to occur simultaneously on the date of this Announcement.

ISS is a provider of aftermarket maintenance, repair, and field services for critical process equipment throughout the US.

The total value attributable to the Transaction, taking into account the proceeds of the Disposal and the value of the Rollover Investment, amounts to US$52.0 million, which represents 54.2 per cent. of the net asset value attributable to JZCP’s interest in ISS of US$95.9 million as at 31 August 2022. The Company’s realisation of its investment in ISS is however being undertaken in furtherance of the Company’s investment policy and with the partial realisation derisking its investment in the context of that policy.

Market Abuse Regulation

The information contained within this announcement is considered by the Company to constitute inside information as stipulated under MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

The person responsible for arranging the release of this announcement on behalf of the Company is David Macfarlane, Chairman of JZCP.

______________________________________________________________________________________

For further information:

Kit Dunford / Ed Berry
FTI Consulting
+44 (0)7717 417 038 / +44 (0)7703 330 199
David Zalaznick
Jordan/Zalaznick Advisers, Inc.
+1 (212) 485 9410
Hannah Hayward
Northern Trust International Fund Administration Services (Guernsey) Limited
+44 (0) 1481 745417

Important Notice

This announcement includes statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company’s actual investment performance, results of operations, financial condition, liquidity, policies and the development of its strategies may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the investment performance, result of operations, financial condition, liquidity and policies of the Company and development of its strategies, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. These forward-looking statements speak only as at the date of this announcement. Subject to their legal and regulatory obligations, each of the Company, Jordan/Zalaznick Advisers, Inc. and their respective affiliates expressly disclaims any obligations to update, review or revise any forward-looking statement contained herein whether to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based or as a result of new information, future developments or otherwise.

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