NextPoint Financial Announces Approval of Going Concern Transaction and Director Resignations
HURST, Texas, Nov. 1, 2023 /CNW/ - NextPoint Financial Inc. ("NextPoint" or the "Company") (OTCPINK: NACQQ) today announced that the Supreme Court of British Columbia ("Court") has granted an order that, among other things, approves a going concern sale transaction (the "Transaction") pursuant to a transaction agreement entered into on October 27, 2023 (as amended from time to time, the "Transaction Agreement") among the Company, certain of its direct and indirect subsidiaries, and BP Commercial Funding Trust, Series SPL-X. Under the terms of the order, no shareholder approval is required.
The consideration paid under the Transaction Agreement includes a credit bid of US$196,590,000 and the assumption of certain liabilities. The closing of the Transaction is currently expected to occur in mid-November, 2023, subject to the recognition of the Canadian order in the Company's Chapter 15 case in the U.S. Bankruptcy Court for the District of Delaware (the "U.S. Court") and the satisfaction or waiver of the other conditions to closing. The U.S. Court has scheduled a hearing to consider recognition of the Canadian order on November 6, 2023.
On the closing of the Transaction, all the outstanding equity of CTAX Acquisition LLC and LT Holdco, LLC (together with their respective applicable subsidiaries, the "Acquired Entities") will be transferred to the acquiror, and the Acquired Entities will continue the Community Tax and Liberty Tax business operations in the ordinary course. There will be no recovery for the general unsecured creditors of the Acquired Entities, unless expressly classified as "Assumed Liabilities" under the Transaction Agreement. Liabilities that will not be retained will be transferred to newly formed corporations (the "ResidualCos"), along with excluded assets. The Company expects that there will not be any recoveries for creditors available from the ResidualCos.
Following the consummation of the Transaction, it is intended that the Company and all of its remaining subsidiaries that are not acquired, including its LoanMe business, will be wound-up.
The Company also announces that, following the granting of the Canadian order and approval of the Transaction, Don Turkleson, Nik Ajagu, Maryann Bruce, William Minner, Alicia Morga, and Logan Powell have resigned as directors of the Company, effective as of October 31, 2023. Scott Terrell has resigned as Chief Executive Officer of the Company; however, he will continue to function in his current role as an employee of the Liberty Tax business, effective as of October 31, 2023. The Canadian Court has granted an order authorizing Peter Kravitz, the Chief Restructuring Officer of the Company, to exercise additional and expanded powers to undertake any action in the absence of any other of the directors and officers of the Company.
Additional Information
The Canadian Court has appointed FTI Consulting Canada Inc. to serve as the Monitor in the CCAA proceedings. The Transaction Agreement and other information is available on the Monitor's website: http://cfcanada.fticonsulting.com/nextpoint. Court documents in the U.S. Chapter 15 proceedings are available at https://cases.stretto.com/nextpoint.
DLA Piper (Canada) LLP and DLA Piper LLP (US) are serving as legal counsel to the Company in Canada and the U.S., respectively, and Province is serving as its financial restructuring advisor. As previously announced, Peter Kravitz of Province serves as NextPoint's Chief Restructuring Officer.
NextPoint is an all-inclusive marketplace for financial services empowering hardworking and underserved consumers and small businesses. NextPoint's primary business units are Liberty Tax, a leading provider of tax preparation services, and Community Tax, an effective advocate for tax debt resolution on behalf of customers.
This news release contains statements that include "forward-looking information" (as defined under applicable securities laws) ("forward-looking statements"). These forward-looking statements relate to future events or future performance including with respect to anticipated timing of required court approvals and regulatory approvals, expectations with respect to completion of the Transaction and the anticipated timing to close the Transaction. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and many factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating forward-looking statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement. These factors include, but are not limited to, the satisfaction of the conditions precedent to the consummation of the Transaction, including approval thereof by the U.S. Court and receipt of all regulatory approvals, the ability of the Acquired Entities to continue as a going concern following consummation of the Transaction, the anticipated benefits of the Transaction, the outcome of proceedings under the CCAA and similar legislation in the United States, and the risks and uncertainties discussed in the section entitled "Risk Factors" in the Company's annual information form dated January 15, 2023. Forward-looking statements contained in this news release are not guarantees of future performance and, while forward-looking statements are based on certain assumptions that the Company considers reasonable, actual events and results could differ materially from those expressed or implied by forward-looking statements made by the Company. Except as may be expressly required by applicable law, the Company does not undertake any obligation to update publicly or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE NextPoint Financial Inc.
NextPoint Investor Relations, [email protected], 757-493-8855
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