Lucosky Brookman Represents SilverSun Technologies in $1 Billion Investment Deal with Jacobs Private Equity II
Lucosky Brookman’s long-time client SilverSun Technologies, Inc. (Nasdaq:SSNT) and Jacobs Private Equity II, LLC (JPE) have announced a groundbreaking investment agreement that will see JPE and minority co-investors inject $1 billion in cash into SilverSun, signaling a new era of growth and innovation for the technology solutions provider. Lucosky Brookman LLP proudly represented SilverSun in this transformative transaction. Goldman Sachs and Morgan Stanley are serving as financial advisors to JPE, while Wachtell, Lipton, Rosen & Katz is providing legal counsel.
Under the terms of the Investment Agreement, JPE will contribute $900 million, with an additional $100 million coming from co-investors, including Sequoia Heritage. The infusion of capital will empower SilverSun to explore new avenues of expansion, innovation, and strategic acquisitions in a soon-to-be-announced industry.
Brad Jacobs, a veteran in completing over 500 M&A transactions, expressed his excitement about building another multibillion-dollar company. He said, "I'm excited to start building another multibillion-dollar company from scratch. Soon, I'll be providing more information about my new venture and industry, and the strategy we plan to execute."
Brad Jacobs' illustrious career includes the successful completion of approximately 500 M&A transactions and the establishment of five multi-billion dollar, publicly traded companies to date. Notable among them are XPO, Inc., GXO Logistics, Inc., RXO, Inc., United Rentals, Inc., and United Waste Systems, Inc. Each of these companies has a history of attracting top talent, leveraging technology, and achieving substantial growth through strategic capital allocations.
Upon the completion of the equity investment, JPE will become the majority stockholder, and Jacobs will assume the roles of CEO and Chairman. Simultaneously, the Investment Agreement outlines the spin-off of SilverSun's existing business to stockholders, leading to the creation of SilverSun Technologies Holdings, Inc., a standalone platform poised for significant acquisitions in a yet-to-be-revealed industry.
The Investment Agreement includes an 8:1 reverse stock split before the equity investment's closure. Post-transaction, JPE, Sequoia Heritage, and other co-investors will hold convertible preferred stock and warrants, collectively representing approximately 99.85% of the Company's common stock on a fully convertible/exchangeable basis.
To sweeten the deal for existing stockholders, SilverSun will declare a $2.5 million cash dividend funded from the Investment Agreement proceeds. The transaction's finalization, slated for 2024, remains contingent on SilverSun stockholder approval and the satisfaction of customary closing conditions.
Despite the significant changes, the current management and board of directors, including Mark Meller, SilverSun's CEO, will continue in their roles at the spin-off company. The spin-off company plans to apply for a public listing of its shares, to be registered through a Form 10 registration statement with the U.S. Securities and Exchange Commission.
Mark Meller shared his perspective on the investment agreement, stating, "We believe this investment agreement will provide ideal outcomes for our stockholders, customers, and employees, including the opportunity for our stockholders to realize a substantial upfront cash payment in the form of a $2.5 million dividend."
The Lucosky Brookman team is thrilled to have played a crucial role in facilitating this transaction for SilverSun Technologies.