TORONTO, June 17, 2018 /CNW/ - Northern Private Capital is pleased to announce that on June 14, 2019, Northern Private Capital Fund I Limited Partnership ("NPC I LP") acquired 4,093,567 shares of the common stock of Loop Industries, Inc. (NASDAQ: LOOP) ("Loop") at a per share purchase price of U.S. $8.55 per share (approximately CAD $11.44), for an aggregate price of approximately U.S. $35 million (approximately CAD $46,847,497).
The acquisition occurred upon the closing of a previously announced direct offering (the "Offering") pursuant to a Securities Purchase Agreement entered into on May 29, 2019, as amended on June 14, 2019 (the "SPA"), by and among Loop, NPC I LP and Daniel Solomita ("Solomita"), solely in his individual capacity and solely for the purposes of the voting arrangement described below.
In addition, pursuant to the Offering, NPC I LP acquired options to purchase up to an additional 4,093,567 shares of the common stock of Loop ("Common Stock") at an exercise price of U.S. $11.00 per share, which will vest on December 15, 2019 and are exercisable for three years following the closing of the Offering.
The terms of the SPA provide that NPC I LP has the right to nominate one director to be appointed to the Loop board of directors and Solomita has agreed to vote all shares of Common Stock he then owns or has control over to elect such director for as long as NPC I LP, individually or in the aggregate with any other fund managed by Northern Private Capital (collectively, the "NPC Funds" and each such fund an "NPC Fund") hold at least a number of shares equivalent to 10% of the number of shares of Common Stock issued and outstanding (the "Nomination Threshold"), or, to the extent that the Company issues shares such that the ownership of the NPC Funds falls below 10% of the number of shares of Common Stock issued and outstanding, and the NPC Funds have not sold or transferred any shares of Common Stock (other than sales or transfers among the NPC Funds), then the Nomination Threshold would be reduced proportionately to reflect the percentage by which the NPC Funds will have been diluted, provided that the Nomination Threshold will not be lower than 8%.
Immediately prior to the closing of the Offering, NPC I LP did not own any securities of Loop. Immediately following the closing of the Offering, NPC I LP holds 4,093,567 shares of Common Stock and 4,093,567 options to purchase shares of Common Stock. The shares of Common Stock represent 10.5% of Loop's common equity. Together, the securities acquired in the Offering represent a 17.3% ownership position in Loop's common equity on a fully diluted basis, assuming the exercise of NPC I LP's options.
The securities were acquired by NPC I LP for investment purposes. NPC I LP may elect, following closing of the Offering, to transfer securities acquired in the Offering among NPC Funds. The NPC Funds have a long-term view of the investment and do not intend at this time to acquire or dispose of additional shares of Common Stock (other than among themselves), but may in the future increase or decrease their shareholdings of Loop, on an individual or joint basis, depending on market conditions, reformulation of plans and/or other relevant factors.
This news release is being issued as required by the early warning requirements of Canadian securities legislation.
About Northern Private Capital
Based in Toronto, Northern Private Capital focuses on full and partial control equity investments in North America and the United Kingdom. NPC invests in growth companies with great management and proven, proprietary technology across a range of industries. NPC is currently investing out of Northern Private Capital Fund I Limited Partnership and is the investment vehicle of CFFI Ventures, a company owned and controlled by John Risley.
SOURCE Northern Private Capital
For further information: FOR FURTHER INFORMATION OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT REQUIRED BY SECURITIES LEGISLATION, PLEASE CONTACT: Northern Private Capital, 135 Yorkville Avenue, 9th Floor, Toronto, Ontario M5R 0C7; Contact: Andrew Lapham, Tel: 416.925.6609