PREM14A 1 tm2121262d1_prem14aseq1.htm PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. _____)


Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

x	Preliminary Proxy Statement

¨	Confidential, for use of the commission only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to § 240.14a-12

MMA CAPITAL HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

¨	No fee required.
x	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies: MMA Capital Holdings, Inc. common stock, no par value per share (“Common Shares”)

	(2)	Aggregate number of securities to which transaction applies: 5,823,992 Common Shares (including 80,422 Common Shares representing deferred shares reserved for the account of directors)

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the product of 5,823,992 Common Shares (including 80,422 Common Shares representing deferred shares reserved for the account of directors) and the per share merger consideration of $27.77 The filing fee equals the product of 0.0001091 multiplied by the proposed maximum aggregate value of the transaction.

	(4)	Proposed maximum aggregate value of transaction: $161,732,257.84

	(5)	Total fee paid: $17,644.99

¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount previously paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party

	(4)	Date Filed:

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED JULY 2, 2021

	MMA Capital Holdings, Inc.

	3600 O’Donnell Street, Suite 600
	Baltimore, Maryland 21224
	T 443.263.2900 F 410.727.5387
	www.mmacapitalholdings.com

July [●], 2021

Dear MMA Capital Holdings, Inc. Stockholder:

You are cordially invited to attend a special meeting of the stockholders of MMA Capital Holdings, Inc., a Delaware corporation (“MMAC”, “we”, “us”, “our” or the “Company”), which we will hold at 9:00 a.m., New York City time, on [●], 2021. As part of our precautions regarding the novel coronavirus, or COVID-19 pandemic, the special meeting will be held solely in an audio, virtual-only format, rather than in person. Stockholders will be able to attend, vote and submit questions from any location via the Internet at www.virtualshareholdermeeting.com/MMAC2021SM. The password for the special meeting is the control number provided on your proxy card, voting instruction form or notice. To participate (e.g., submit questions and/or vote), you will need the control number provided on your proxy card, voting instruction form or notice. We encourage you to vote by proxy-over the Internet, by telephone or by mail well in advance of the special meeting, to ensure your shares are represented whether or not you decide to attend.

At the special meeting, holders of our common stock, no par value per share (the “common stock”), will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of May 24, 2021, by and among the Company, FP Acquisition Parent, LLC, a Delaware limited liability company (“Parent”), and FP Acquisition Merger Sub, LLC, a Delaware limited liability company, and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement as described more fully in the accompanying proxy statement, the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent (the “Merger Proposal”). At the special meeting, you will also be asked to consider and vote on a proposal to approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies, if there are insufficient votes at the time of the special meeting or any adjournment or postponement of the special meeting to approve the Merger Proposal (the “Adjournment Proposal”).

If the Merger is completed, each share of common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares of common stock held by (1) Parent, Merger Sub, or the Company (or held in the Company’s treasury) or by any direct or indirect wholly owned subsidiary of Parent or Merger Sub or (2) any stockholder who is entitled to demand and properly demands appraisal of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware who has not voted in favor of, or consented to, the adoption of the Merger Agreement and who does not fail to perfect or otherwise effectively withdraw such demand or otherwise loses the right to appraisal) will be converted into the right to receive $27.77 in cash, without interest and reduced by the amount of any withholding that is required under applicable laws. The per share price of $27.77 represents approximately a 62% premium to the closing price of our common stock on Nasdaq as of May 21, 2021, the last trading day prior to the announcement of the execution of the Merger Agreement.

Our board of directors (our “Board”), after considering the factors more fully described in the accompanying proxy statement, has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, upon the terms and conditions set forth in the Merger Agreement, and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, advisable and in the best interests of, the Company and its stockholders. Our Board recommends that stockholders vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement described in the accompanying proxy statement. Our Board further recommends that you vote “FOR” the Adjournment Proposal also detailed in the accompanying proxy statement.

The accompanying proxy statement provides you with detailed information about the special meeting, the Merger Agreement, the Merger and related agreements and provides specific information concerning the special meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement, and is incorporated by reference therein. We encourage you to read the entire proxy statement and its annexes, including the Merger Agreement, carefully. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

Your vote is very important. The Merger cannot be completed unless holders of a majority of the outstanding shares of our common stock entitled to vote on the proposal to adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement vote in favor of such proposal. A failure to vote your shares of common stock or an abstention on the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby will have the same effect as a vote “AGAINST” such proposal. Whether you plan to attend the special meeting virtually and vote virtually or not, we urge you to submit your proxy as early as possible to authorize how your shares will be voted at the special meeting. Stockholders may submit a proxy to vote their shares:

via the Internet at www.proxyvote.com (a) by following the instructions included in the e-mail you received if you consented to and received your proxy materials electronically; or (b) by accessing the website and following the instructions indicated on the proxy card received by mail;

by phone by calling 1-800-690-6903 to reach a toll-free, automated touchtone voting line, or 1-833-786-5512 Monday through Friday 9:00 a.m. until 10:00 p.m. New York City time to reach a toll-free, live operator line; or

by mail, by completing, signing, dating and returning the proxy card accompanying the proxy materials, if you received a printed copy of the proxy materials by mail. If you hold your shares in “street name,” you should instruct your broker, bank, trust or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank, trust or other nominee.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, Broadridge Financial Solutions, Inc., at:

Broadridge Financial Solutions, Inc.

By Telephone: 833-786-5512

Sincerely,

Michael L. Falcone

Chairman of the Board

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [●], 2021 and is first being mailed to stockholders on or about [●], 2021.

MMA CAPITAL HOLDINGS, Inc.

3600 O’Donnell Street, Suite 600

Baltimore, Maryland 21224

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●], 2021

To Our Stockholders:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of MMA Capital Holdings, Inc., a Delaware corporation (“MMAC”, “we”, “us”, “our” or the “Company”), will be held on [●], 2021, at 9:00 a.m., New York City time, to consider and vote upon:

a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of May 24, 2021, by and among the Company, FP Acquisition Parent, LLC, a Delaware limited liability company (“Parent”), and FP Acquisition Merger Sub, LLC., a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Parent (the “Merger Proposal”); and

a proposal to approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement of the special meeting to approve the Merger Proposal (the “Adjournment Proposal”).

As part of our precautions regarding the COVID-19 pandemic, the special meeting will be held solely in an audio, virtual-only format, rather than in person. Stockholders will be able to attend, vote and submit questions from any location via the Internet at www.virtualshareholdermeeting.com/MMAC2021SM. The password for the special meeting is the control number provided on your proxy card, voting instruction form or notice. To participate (e.g., submit questions and/or vote), you will need the control number provided on your proxy card, voting instruction form or notice. We encourage you to vote by proxy-over the Internet, by telephone or by mail well in advance of the special meeting, to ensure your shares are represented whether or not you decide to attend.

Holders of record of our common stock, no par value per share (the “common stock”), outstanding as of 5:00 p.m., New York City time, on [●], 2021 (the “Record Date”), are entitled to notice of, and to vote at, the special meeting or at any adjournment or postponement of the special meeting. You will be entitled to one (1) vote for each share of common stock that you owned on the Record Date.

Your vote is important, regardless of the number of shares of common stock you own. The Merger cannot be completed unless holders of a majority of the shares of our common stock outstanding as of the Record Date vote in favor of the approval of the Merger Proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock present, in person (by virtual attendance) or represented by proxy, at the special meeting and entitled to vote on the Adjournment Proposal. Approval of the Adjournment Proposal is not a condition to the completion of the Merger.

Stockholders who do not vote in favor of the proposal to adopt the Merger Agreement, and who submit a demand in writing for appraisal prior to the special meeting and comply with all other applicable requirements of Delaware law, which are summarized in the section entitled “Appraisal Rights” in the accompanying proxy statement (and the Delaware appraisal statute is reproduced in its entirety as Annex C to the accompanying proxy statement), may be entitled to rights of appraisal with respect to their shares of common stock of MMAC under the Delaware appraisal statute.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON (BY VIRTUAL ATTENDANCE), PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE OR SUBMIT YOUR PROXY ELECTRONICALLY OVER THE INTERNET OR BY TELEPHONE. IF YOU ATTEND THE SPECIAL MEETING VIRTUALLY AND VOTE IN PERSON (BY VIRTUAL ATTENDANCE), YOUR VOTE WILL REVOKE ANY PROXY THAT YOU HAVE PREVIOUSLY SUBMITTED.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

By Order of the Board of Directors

J. Brooks Martin

Secretary

TABLE OF CONTENTS

Page

SUMMARY	1

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER	12

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING-STATEMENTS	18

PARTIES TO THE MERGER	19

MMA Capital Holdings, Inc.	19

FP Acquisition Parent, LLC and FP Acquisition Merger Sub, LLC.	20

THE SPECIAL MEETING	20

Date, Time and Place of the Special Meeting	20

Purpose of the Special Meeting	20

Record Date and Quorum	21

Vote Required	21

Voting and Proxies	22

Revocation of Proxies	23

Adjournments and Postponements	24

Anticipated Date of Completion of the Merger	24

Rights of Stockholders Who Seek Appraisal	24

Solicitation of Proxies; Payment of Solicitation Expenses	25

Questions and Additional Information	25

THE MERGER (PROPOSAL 1)	25

Merger Consideration	25

Background of the Merger	26

Reasons for the Merger	40

Recommendation of Our Board of Directors	44

Opinion of MMAC’s Financial Advisor	44

Summary of Analyses	46

Financing of the Merger	51

Closing and Effective Time of the Merger	52

Payment of Merger Consideration and Surrender of Stock Certificates	52

Interests of Certain Persons in the Merger	52

Golden Parachute Compensation	53

Material U.S. Federal Income Tax Consequences of the Merger	53

Regulatory Approvals	56

THE MERGER AGREEMENT	56

Explanatory Note Regarding the Merger Agreement	56

Structure of the Merger	57

When the Merger Becomes Effective	57

Treatment of Common Stock and Deferred Shares of Common Stock	58

Treatment of Merger Sub Interests	58

Exchange and Payment Procedures	58

Representations and Warranties	58

Conduct of Business Pending the Merger	61

Restriction on Solicitation of Company Acquisition Proposals	63

Obligation of the Board of Directors with Respect to its Recommendation	65

Financing Cooperation	67

Other Covenants and Agreements	67

Conditions to the Merger	69

Termination of the Merger Agreement	70

Fee and Expenses	71

Amendment and Waiver	71

Specific Performance	72

Governing Law	72

Other Agreements Related to the Merger	72

VOTE ON ADJOURNMENT (PROPOSAL 2)	72

MARKET PRICE OF COMMON STOCK	73

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	74

APPRAISAL RIGHTS	75

HOUSEHOLDING OF PROXY MATERIALS	80

DELISTING AND DEREGISTRATION OF COMMON STOCK	80

SUBMISSION OF STOCKHOLDER PROPOSALS	80

WHERE YOU CAN FIND MORE INFORMATION	81

ANNEX A	AGREEMENT AND PLAN OF MERGER
ANNEX B	OPINION OF TD SECURITIES
ANNEX C	SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

SUMMARY

This summary, together with the following section of this proxy statement entitled “Questions and Answers About the Special Meeting and the Merger,” highlights selected information from this proxy statement and may not contain all of the information that is important to you as a stockholder of the Company or that you should consider before voting at the special meeting. To better understand the Merger, you should read carefully this entire proxy statement, all of its annexes, including the Merger Agreement, and all documents incorporated by reference into this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.” The Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety. Each item in this summary includes a page reference directing you to a more complete description of that item contained in later parts of this proxy statement.

All references in this proxy statement to:

•

“Effective Time” refers the time at which the Merger becomes effective.

•

“MMAC,” the “Company,” “we,” “us,” or “our” refer to MMA Capital Holdings, Inc.;

•

“Parent” refers to FP Acquisition Parent, LLC;

•

“Merger Sub” refers to FP Acquisition Merger Sub, LLC, a wholly owned subsidiary of Parent;

•

“Merger Agreement” refers to the Agreement and Plan of Merger (as it may be amended from time to time), dated as of May 24, 2021, by and among the Company, Parent and Merger Sub;

•

“Merger” refers to the merger of the Company with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Parent, as contemplated by the Merger Agreement;

•

Surviving Entity refers to the Merger Sub after the Effective Time.

Parties to the Merger (Page 19)

MMA Capital Holdings, Inc.

MMAC focuses on infrastructure-related investments that generate positive environmental and social impacts, with an emphasis on debt associated with renewable energy projects. We were originally organized as a Delaware limited liability company in 1996 and converted to a Delaware corporation on January 1, 2019, and our common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MMAC.”

MMAC’s principal executive offices are located at 3600 O’Donnell Street, Suite 600, Baltimore, Maryland 21224. Our telephone number is (443) 263-2900 and our company website is www.mmacapitalholdings.com. We do not intend for information contained on our website to be incorporated into this proxy statement.

FP Acquisition Parent, LLC and FP Acquisition Merger Sub, LLC.

Parent was formed on May 19, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Parent has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Parent is wholly owned by its two members Fundamental Partners III, LP and Fundamental Partners IV, LP, each of which is a Delaware limited partnership and an investment fund affiliated with Fundamental Advisors LP (“Fundamental”). Parent’s executive offices are located at c/o Fundamental Advisors LP, 745 Fifth Avenue, 25th Floor, New York City, NY 10151. Parent’s telephone number is 212-205-5000.

Merger Sub is a wholly owned subsidiary of Parent formed on May 19, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon completion of the Merger, the Company will merge with and into Merger Sub with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent. Merger Sub’s executive offices are located at c/o Fundamental Advisors LP, 745 Fifth Avenue, 25th Floor, New York City, NY 10151. Merger Sub’s telephone number is 212-205-5000.

The Special Meeting (Page 20)

Date, Time and Place of the Special Meeting (Page 20)

SEC Form PREM14A filed by MMA Capital Holdings, Inc.