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2021-07-15

TV Lawyer, Ex-Israeli Commando Forge a $33 Billion SPAC Deal<blockquote>电视律师、前以色列突击队员达成330亿美元的SPAC交易</blockquote>

(Bloomberg) -- John H. Ruiz is on no one’s list of Wall Street big shots. Over the years the Miami l

TV Lawyer, Ex-Israeli Commando Forge a $33 Billion SPAC Deal<blockquote>电视律师、前以色列突击队员达成330亿美元的SPAC交易</blockquote>

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Ruiz is on no one’s list of Wall Street big shots.\nOver the years the Miami l","content":"(Bloomberg) -- John H. Ruiz is on no one’s list of Wall Street big shots.<blockquote>（彭博）——约翰·H·鲁伊斯不在任何人的华尔街大人物名单上。</blockquote> Over the years the Miami lawyer has hosted a Spanish language cable-TV show, owned a high school sport website and worked on class-action lawsuits. At one point, his luxury cigarette boat was repossessed, according to a published report — an episode Ruiz has called a misunderstanding.<blockquote>多年来，这位迈阿密律师主持了一个西班牙语有线电视节目，拥有一个高中体育网站，并参与集体诉讼。根据一份已发表的报告，他的豪华香烟船一度被收回——鲁伊斯称这一事件为误会。</blockquote> Yet today Ruiz is on the cusp of a $23 billion fortune as his MSP Recovery enters into a merger with Lionheart Acquisition Corporation II, a $230 million special purpose acquisition company founded by a former member of an Israel Defense Forces elite combat unit who spent most of his career in real estate.<blockquote>然而，如今，鲁伊斯正处于230亿美元财富的风口浪尖，因为他的MSP Recovery与Lionheart Acquisition Corporation II合并，Lionheart Acquisition Corporation II是一家价值2.3亿美元的特殊目的收购公司，由以色列国防军精英战斗部队的前成员创立，他的大部分职业生涯都在房地产领域。</blockquote> If the deal is completed, it will go down as one of the most unusual SPAC transactions yet. Aside from the disparate backgrounds of its principals, the company forecasts zero revenue this year, there are none of the traditional co-investors participating and three of Lionheart’s directors have resigned in recent months. And at a $32.6 billion valuation, it’s the second-biggest proposed SPAC transaction after Grab Holdings’ $40 billion merger scheduled for later this year.<blockquote>如果该交易完成，它将成为迄今为止最不寻常的SPAC交易之一。除了负责人的背景不同之外，该公司预计今年的收入为零，没有传统的联合投资者参与，而且Lionheart的三名董事近几个月已辞职。估值为326亿美元，是继Grab Holdings计划于今年晚些时候进行的400亿美元合并之后第二大拟议SPAC交易。</blockquote> SPAC Fortunes<blockquote>SPAC财富</blockquote> SPACs have become synonymous with enormous fortunes seemingly created overnight, such as the $11.3 billion stake Mat Ishbia realized when his mortgage company was taken public. But other fortunes have faded just as fast. Nikola Corp.’s Trevor Milton saw his net worth peak at almost $10 billion, according to the Bloomberg Billionaires Index, before allegations of fraud tanked the stock and forced him out of leadership at the company.<blockquote>SPAC已经成为看似一夜之间创造的巨额财富的代名词，例如Mat Ishbia在他的抵押贷款公司上市时获得的113亿美元股份。但其他财富也同样迅速消失。根据彭博亿万富翁指数，尼古拉公司(Nikola Corp.)的特雷弗·米尔顿(Trevor Milton)的净资产曾达到近100亿美元的峰值，随后欺诈指控导致该股暴跌，并迫使他辞去公司领导层职务。</blockquote> The frenzied dealmaking has also drawn the attention of regulators, who have zeroed in on the sometimes dubious business practices and questionable disclosures of merging firms, as well as the misalignment of interests between the people selling SPACs and those buying them. The Securities and Exchange Commission took the rare step this week of sanctioning a SPAC and its merger target — a space-cargo firm — for misleading investors.<blockquote>疯狂的交易也引起了监管机构的注意，监管机构将注意力集中在合并公司有时可疑的商业行为和可疑的披露，以及出售SPAC的人和购买SPAC的人之间的利益不一致上。美国证券交易委员会本周罕见地采取了制裁SPAC及其合并目标（一家太空货运公司）误导投资者的措施。</blockquote> The choice of MSP Recovery, a health-care payments recovery firm, comes despite Lionheart saying in its prospectus and website that it was looking for an acquisition in the real estate sector, which is where founder Ophir Sternberg spent most of his career.<blockquote>尽管Lionheart在其招股说明书和网站上表示，它正在寻求在房地产行业进行收购，而创始人Ophir Sternberg的大部分职业生涯都是在房地产行业度过的，但还是选择了医疗保健付款回收公司MSP Recovery。</blockquote> After emigrating from Israel in 1993 and a stint in New York, Sternberg bought and sold real estate in South Florida for most of the past decade. But he spotted an opportunity in the red-hot world of SPACs, and in December led the combination of restaurant chain BurgerFi International Inc. with Opes Acquisition Corp.<blockquote>1993年从以色列移民并在纽约呆了一段时间后，斯腾伯格在过去十年的大部分时间里都在南佛罗里达买卖房地产。但他在炙手可热的SPAC世界中发现了机会，并于12月领导了连锁餐厅BurgerFi International Inc.与Opes Acquisition Corp.的合并。</blockquote> BurgerFi shares closed Tuesday at $10.66, just above the $10 offering price of the SPAC that it merged with. For the year, they’re down 22%.<blockquote>BurgerFi股价周二收于10.66美元，略高于与其合并的SPAC 10美元的发行价。今年，它们下降了22%。</blockquote> BurgerFi’s $100 million deal is set to be dwarfed by Lionheart’s combination with MSP. Sternberg took Lionheart Acquistion Corporation II public last August.<blockquote>与Lionheart与MSP的合并相比，BurgerFi 1亿美元的交易将相形见绌。去年八月，Sternberg将Lionheart Acquistion Corporation II上市。</blockquote> ‘Deal Done’<blockquote>“交易完成”</blockquote> “Most SPACs ask for a 24 months before they throw in the towel and have to redeem,” Sternberg told Bloomberg News at the time. “I told my investors at the IPO level that I was very confident that we could get a deal done within a shorter time frame, so I took the lifespan down to 18 months.”<blockquote>“大多数SPAC在认输并必须赎回之前要求24个月，”Sternberg当时告诉彭博新闻。“我在IPO层面告诉投资者，我非常有信心我们可以在更短的时间内完成交易，因此我将寿命缩短至18个月。”</blockquote> That put added pressure on Lionheart to find a deal quickly, even as it competed against a greater number of SPACs chasing a limited number of potential targets. If no agreement is reached before 18 months, Sternberg and his team earn nothing from the SPAC.<blockquote>这给Lionheart带来了更大的压力，要求其迅速找到交易，尽管它正在与更多追逐有限数量的潜在目标的SPAC竞争。如果18个月前没有达成协议，Sternberg和他的团队将无法从SPAC中获得任何收益。</blockquote> Leading up to the MSP transaction, three directors on Lionheart’s five-person board resigned. One of them, Trevor Barran, who was also the firm’s chief operating officer, left last week, just days before the deal was announced on Monday. A fourth died in June.<blockquote>在MSP交易之前，Lionheart五人董事会中的三名董事辞职。其中之一特雷弗·巴兰(Trevor Barran)也是该公司的首席运营官，他于上周离职，就在周一宣布交易的前几天。第四人于六月死亡。</blockquote> “Lionheart brought in new board of director members to eliminate any potential or perceived conflicts of interest, better align the board’s collective expertise with MSP’s business, and to have a total of four independent directors, one more than required,” a spokesperson for Lionheart said in a statement.<blockquote>Lionheart发言人表示：“Lionheart引入了新的董事会成员，以消除任何潜在或感知的利益冲突，更好地将董事会的集体专业知识与MSP的业务结合起来，并总共拥有四名独立董事，比所需的多了一名。”在一份声明中。</blockquote> MSP Recovery describes itself as a pioneer in obtaining reimbursements for Medicare and other health-care claims that should have been covered by other parties. The Coral Gables, Florida-based firm looks through records and identifies potentially erroneous payments using complex data analysis techniques. MSP said it owns nearly $50 billion in billed claims from its clients.<blockquote>MSP Recovery将自己描述为获得医疗保险和其他本应由其他方承保的医疗保健索赔报销的先驱。这家总部位于佛罗里达州科勒尔盖布尔斯的公司使用复杂的数据分析技术查看记录并识别潜在的错误付款。MSP表示，它拥有来自客户的近500亿美元的账单索赔。</blockquote> ‘Humongous Flaw’<blockquote>“巨大的缺陷”</blockquote> “The scalability of this business is beyond any business that exists,” said Ruiz, MSP’s founder and chief executive officer. “There’s a humongous flaw in the data capturing of medical claims and the insurance processing of those claims. This is a disruptive process that we’ve created and we’re changing the way that it’s done.”<blockquote>MSP创始人兼首席执行官Ruiz表示：“这项业务的可扩展性超出了任何现有业务。”“医疗索赔的数据捕获和这些索赔的保险处理存在巨大缺陷。这是我们创建的一个颠覆性流程，我们正在改变其执行方式。”</blockquote> If MSP is able to collect a payment, it typically shares half the money with the claim assignor, such as an insurance company that paid a wrong amount, and then pays lawyers 40% of the balance. MSP keeps what’s left.<blockquote>如果MSP能够收取付款，它通常会与索赔转让人（例如支付错误金额的保险公司）分享一半的钱，然后向律师支付余额的40%。MSP保留剩下的。</blockquote> A law firm owned by Ruiz and MSP’s chief legal officer will the exclusive lead counsel for MSP, meaning it stands to receive 20% of all recovered payments, according to a filing.<blockquote>根据一份文件，Ruiz和MSP首席法律官拥有的一家律师事务所将担任MSP的独家首席法律顾问，这意味着它将获得所有追回款项的20%。</blockquote> MSP calls the total amount recovered (before paying out the assignor and lawyers) gross revenue, and expects to take in about $3.1 billion in 2023. In an investor presentation, the company argued that its 10.5-times multiple against that revenue was in-line with prominent private equity firms it identified as peers, including Blackstone Group Inc., Brookfield Asset Management, Ares Management Corp. and KKR &amp; Co.<blockquote>MSP评级收回的总金额（在支付转让人和律师之前）总收入，预计2023年将获得约31亿美元。在一次投资者演讲中，该公司辩称，其10.5倍的收入与其同行的知名私募股权公司一致，包括Blackstone Group Inc.、Brookfield Asset Management、Ares Management Corp.和KKR&amp;Co。</blockquote> It forecasts net revenue for that year of $963 million, and net income of $632 million. By 2026, it expects gross revenues of $23.8 billion.<blockquote>预计当年净收入为9.63亿美元，净利润为6.32亿美元。到2026年，预计总收入将达到238亿美元。</blockquote> Valuation Questions<blockquote>估值问题</blockquote> Lionheart is putting as much as $160 million into MSP, depending on shareholder redemptions, in exchange for about 0.7% of the merged company. Unlike most SPAC deals, there’s no private investment in public equity, or PIPE, being injected alongside the SPAC.<blockquote>根据股东赎回情况，Lionheart将向MSP注资高达1.6亿美元，以换取合并后公司约0.7%的股份。与大多数SPAC交易不同，没有与SPAC一起注入公共股权(PIPE)的私人投资。</blockquote> That may be partly due to questions over valuation. Hedge fund Marshall Wace, an existing Lionheart investor, discussed participating in a PIPE at a valuation closer to $10 billion, according to a person with knowledge of the matter, who asked not to be identified discussing confidential information.<blockquote>这可能部分是由于估值问题。据一位因讨论机密信息而要求匿名的知情人士透露，对冲基金Marshall Wace是Lionheart的现有投资者，他讨论了以接近100亿美元的估值参与PIPE。</blockquote> “A wide range of valuations, which didn’t include the entire scope of what’s included in the company now, were discussed at a very preliminary stage nearly six months ago,” Ruiz said.<blockquote>鲁伊斯说：“近六个月前，我们在非常初步的阶段就讨论了广泛的估值，其中不包括公司现在的全部范围。”</blockquote> A spokesperson for Marshall Wace declined to comment.<blockquote>马歇尔·韦斯的发言人拒绝置评。</blockquote> Shareholders who don’t redeem prior to the business combination are being offered at least 35 additional warrants allowing them to purchase shares at an $11.50 strike price. When those warrants are exercised, MSP’s founders — principally Ruiz — will sell their shares back to MSP at the strike price, meaning that on a net basis no new stock is issued. More than a billion such warrants will be dispersed.<blockquote>在业务合并前未赎回的股东将获得至少35份额外认股权证，允许他们以11.50美元的执行价购买股票。当这些认股权证被行使时，MSP的创始人（主要是Ruiz）将以执行价格将其股票卖回给MSP，这意味着在净额基础上不会发行新股。超过10亿份此类认股权证将被分散。</blockquote> Transaction Costs<blockquote>交易成本</blockquote> Ruiz has agreed to sell a large portion of his shares at 15% above their $10 value implied by the transaction, limiting his upside. Ruiz says it was part of the cost of getting the deal done.<blockquote>鲁伊斯已同意以比交易隐含的10美元价值高出15%的价格出售大部分股票，这限制了他的上涨空间。鲁伊斯表示，这是完成交易的部分成本。</blockquote> Lionheart’s sponsor, controlled by Sternberg, will get about $60 million of shares, according to an investor presentation. Transaction costs, including banker fees, will eat up $70 million or about 30% of the cash Lionheart raised from investors last year. The remaining cash will be used to fund operations and growth. MSP anticipates $37 million in expenses this year on no revenue.<blockquote>根据投资者介绍，由Sternberg控制的Lionheart赞助商将获得约6000万美元的股票。包括银行家费用在内的交易成本将消耗7000万美元，约占Lionheart去年从投资者那里筹集的现金的30%。剩余现金将用于资助运营和增长。MSP预计今年的支出为3700万美元，但没有收入。</blockquote> “In the big scheme of things, it’s really de minimis,” Ruiz said, referring to the fees. “If I had to put a number on it, there’s more than 200, 300 people working on this deal.”<blockquote>“从大局来看，这确实是微不足道的，”鲁伊斯在谈到费用时说道。“如果我必须给出一个数字，就会发现有超过200、300人在从事这项交易。”</blockquote> Of all the players, Ruiz stands to gain the most. His 70% stake in the firm is worth close to $23 billion at the combination price. MSP and Lionheart executives will be allowed to sell 10% of their shares as soon as the transaction is completed, with the remainder subject to a six-month lock up.<blockquote>在所有球员中，鲁伊斯获益最大。按合并价格计算，他持有该公司70%的股份价值接近230亿美元。交易完成后，MSP和Lionheart高管将被允许出售10%的股份，其余股份将被锁定六个月。</blockquote> It should be enough to buy as many cigarette boats as Ruiz wants. In fact, in May, he bought Cigarette Racing Team — the company, not the boat. His partner on the deal? None other than Sternberg.<blockquote>鲁伊斯想买多少烟船就买多少。事实上，在5月份，他买下了Cigarette Racing Team——公司，而不是船。他的交易伙伴？不是别人，正是斯腾伯格。</blockquote>","source":"lsy1612507957220","collect":0,"html":"<!DOCTYPE html>\n<html>\n<head>\n<meta http-equiv=\"Content-Type\" content=\"text/html; charset=utf-8\" />\n<meta name=\"viewport\" content=\"width=device-width,initial-scale=1.0,minimum-scale=1.0,maximum-scale=1.0,user-scalable=no\"/>\n<meta name=\"format-detection\" content=\"telephone=no,email=no,address=no\" />\n<title>TV Lawyer, Ex-Israeli Commando Forge a $33 Billion SPAC Deal<blockquote>电视律师、前以色列突击队员达成330亿美元的SPAC交易</blockquote></title>\n<style type=\"text/css\">\na,abbr,acronym,address,applet,article,aside,audio,b,big,blockquote,body,canvas,caption,center,cite,code,dd,del,details,dfn,div,dl,dt,\nem,embed,fieldset,figcaption,figure,footer,form,h1,h2,h3,h4,h5,h6,header,hgroup,html,i,iframe,img,ins,kbd,label,legend,li,mark,menu,nav,\nobject,ol,output,p,pre,q,ruby,s,samp,section,small,span,strike,strong,sub,summary,sup,table,tbody,td,tfoot,th,thead,time,tr,tt,u,ul,var,video{ font:inherit;margin:0;padding:0;vertical-align:baseline;border:0 }\nbody{ font-size:16px; line-height:1.5; color:#999; background:transparent; }\n.wrapper{ overflow:hidden;word-break:break-all;padding:10px; }\nh1,h2{ font-weight:normal; line-height:1.35; margin-bottom:.6em; }\nh3,h4,h5,h6{ line-height:1.35; margin-bottom:1em; }\nh1{ font-size:24px; }\nh2{ font-size:20px; }\nh3{ font-size:18px; }\nh4{ font-size:16px; }\nh5{ font-size:14px; }\nh6{ font-size:12px; }\np,ul,ol,blockquote,dl,table{ margin:1.2em 0; }\nul,ol{ margin-left:2em; }\nul{ list-style:disc; }\nol{ list-style:decimal; }\nli,li p{ margin:10px 0;}\nimg{ max-width:100%;display:block;margin:0 auto 1em; }\nblockquote{ color:#B5B2B1; border-left:3px solid #aaa; padding:1em; }\nstrong,b{font-weight:bold;}\nem,i{font-style:italic;}\ntable{ width:100%;border-collapse:collapse;border-spacing:1px;margin:1em 0;font-size:.9em; }\nth,td{ padding:5px;text-align:left;border:1px solid #aaa; }\nth{ font-weight:bold;background:#5d5d5d; }\n.symbol-link{font-weight:bold;}\n/* header{ border-bottom:1px solid #494756; } */\n.title{ margin:0 0 8px;line-height:1.3;color:#ddd; }\n.meta {color:#5e5c6d;font-size:13px;margin:0 0 .5em; }\na{text-decoration:none; color:#2a4b87;}\n.meta .head { display: inline-block; overflow: hidden}\n.head .h-thumb { width: 30px; height: 30px; margin: 0; padding: 0; border-radius: 50%; float: left;}\n.head .h-content { margin: 0; padding: 0 0 0 9px; float: left;}\n.head .h-name {font-size: 13px; color: #eee; margin: 0;}\n.head .h-time {font-size: 12.5px; color: #7E829C; margin: 0;}\n.small {font-size: 12.5px; display: inline-block; transform: scale(0.9); -webkit-transform: scale(0.9); transform-origin: left; -webkit-transform-origin: left;}\n.smaller {font-size: 12.5px; display: inline-block; transform: scale(0.8); -webkit-transform: scale(0.8); transform-origin: left; -webkit-transform-origin: left;}\n.bt-text {font-size: 12px;margin: 1.5em 0 0 0}\n.bt-text p {margin: 0}\n</style>\n</head>\n<body>\n<div class=\"wrapper\">\n<header>\n<h2 class=\"title\">\nTV Lawyer, Ex-Israeli Commando Forge a $33 Billion SPAC Deal<blockquote>电视律师、前以色列突击队员达成330亿美元的SPAC交易</blockquote>\n</h2>\n<h4 class=\"meta\">\n\nBloomberg2021-07-15 16:43\n\n</h4>\n</header>\n<article>\n(Bloomberg) -- John H. Ruiz is on no one’s list of Wall Street big shots.<blockquote>（彭博）——约翰·H·鲁伊斯不在任何人的华尔街大人物名单上。</blockquote> Over the years the Miami lawyer has hosted a Spanish language cable-TV show, owned a high school sport website and worked on class-action lawsuits. At one point, his luxury cigarette boat was repossessed, according to a published report — an episode Ruiz has called a misunderstanding.<blockquote>多年来，这位迈阿密律师主持了一个西班牙语有线电视节目，拥有一个高中体育网站，并参与集体诉讼。根据一份已发表的报告，他的豪华香烟船一度被收回——鲁伊斯称这一事件为误会。</blockquote> Yet today Ruiz is on the cusp of a $23 billion fortune as his MSP Recovery enters into a merger with Lionheart Acquisition Corporation II, a $230 million special purpose acquisition company founded by a former member of an Israel Defense Forces elite combat unit who spent most of his career in real estate.<blockquote>然而，如今，鲁伊斯正处于230亿美元财富的风口浪尖，因为他的MSP Recovery与Lionheart Acquisition Corporation II合并，Lionheart Acquisition Corporation II是一家价值2.3亿美元的特殊目的收购公司，由以色列国防军精英战斗部队的前成员创立，他的大部分职业生涯都在房地产领域。</blockquote> If the deal is completed, it will go down as one of the most unusual SPAC transactions yet. Aside from the disparate backgrounds of its principals, the company forecasts zero revenue this year, there are none of the traditional co-investors participating and three of Lionheart’s directors have resigned in recent months. And at a $32.6 billion valuation, it’s the second-biggest proposed SPAC transaction after Grab Holdings’ $40 billion merger scheduled for later this year.<blockquote>如果该交易完成，它将成为迄今为止最不寻常的SPAC交易之一。除了负责人的背景不同之外，该公司预计今年的收入为零，没有传统的联合投资者参与，而且Lionheart的三名董事近几个月已辞职。估值为326亿美元，是继Grab Holdings计划于今年晚些时候进行的400亿美元合并之后第二大拟议SPAC交易。</blockquote> SPAC Fortunes<blockquote>SPAC财富</blockquote> SPACs have become synonymous with enormous fortunes seemingly created overnight, such as the $11.3 billion stake Mat Ishbia realized when his mortgage company was taken public. But other fortunes have faded just as fast. Nikola Corp.’s Trevor Milton saw his net worth peak at almost $10 billion, according to the Bloomberg Billionaires Index, before allegations of fraud tanked the stock and forced him out of leadership at the company.<blockquote>SPAC已经成为看似一夜之间创造的巨额财富的代名词，例如Mat Ishbia在他的抵押贷款公司上市时获得的113亿美元股份。但其他财富也同样迅速消失。根据彭博亿万富翁指数，尼古拉公司(Nikola Corp.)的特雷弗·米尔顿(Trevor Milton)的净资产曾达到近100亿美元的峰值，随后欺诈指控导致该股暴跌，并迫使他辞去公司领导层职务。</blockquote> The frenzied dealmaking has also drawn the attention of regulators, who have zeroed in on the sometimes dubious business practices and questionable disclosures of merging firms, as well as the misalignment of interests between the people selling SPACs and those buying them. The Securities and Exchange Commission took the rare step this week of sanctioning a SPAC and its merger target — a space-cargo firm — for misleading investors.<blockquote>疯狂的交易也引起了监管机构的注意，监管机构将注意力集中在合并公司有时可疑的商业行为和可疑的披露，以及出售SPAC的人和购买SPAC的人之间的利益不一致上。美国证券交易委员会本周罕见地采取了制裁SPAC及其合并目标（一家太空货运公司）误导投资者的措施。</blockquote> The choice of MSP Recovery, a health-care payments recovery firm, comes despite Lionheart saying in its prospectus and website that it was looking for an acquisition in the real estate sector, which is where founder Ophir Sternberg spent most of his career.<blockquote>尽管Lionheart在其招股说明书和网站上表示，它正在寻求在房地产行业进行收购，而创始人Ophir Sternberg的大部分职业生涯都是在房地产行业度过的，但还是选择了医疗保健付款回收公司MSP Recovery。</blockquote> After emigrating from Israel in 1993 and a stint in New York, Sternberg bought and sold real estate in South Florida for most of the past decade. But he spotted an opportunity in the red-hot world of SPACs, and in December led the combination of restaurant chain BurgerFi International Inc. with Opes Acquisition Corp.<blockquote>1993年从以色列移民并在纽约呆了一段时间后，斯腾伯格在过去十年的大部分时间里都在南佛罗里达买卖房地产。但他在炙手可热的SPAC世界中发现了机会，并于12月领导了连锁餐厅BurgerFi International Inc.与Opes Acquisition Corp.的合并。</blockquote> BurgerFi shares closed Tuesday at $10.66, just above the $10 offering price of the SPAC that it merged with. For the year, they’re down 22%.<blockquote>BurgerFi股价周二收于10.66美元，略高于与其合并的SPAC 10美元的发行价。今年，它们下降了22%。</blockquote> BurgerFi’s $100 million deal is set to be dwarfed by Lionheart’s combination with MSP. Sternberg took Lionheart Acquistion Corporation II public last August.<blockquote>与Lionheart与MSP的合并相比，BurgerFi 1亿美元的交易将相形见绌。去年八月，Sternberg将Lionheart Acquistion Corporation II上市。</blockquote> ‘Deal Done’<blockquote>“交易完成”</blockquote> “Most SPACs ask for a 24 months before they throw in the towel and have to redeem,” Sternberg told Bloomberg News at the time. “I told my investors at the IPO level that I was very confident that we could get a deal done within a shorter time frame, so I took the lifespan down to 18 months.”<blockquote>“大多数SPAC在认输并必须赎回之前要求24个月，”Sternberg当时告诉彭博新闻。“我在IPO层面告诉投资者，我非常有信心我们可以在更短的时间内完成交易，因此我将寿命缩短至18个月。”</blockquote> That put added pressure on Lionheart to find a deal quickly, even as it competed against a greater number of SPACs chasing a limited number of potential targets. If no agreement is reached before 18 months, Sternberg and his team earn nothing from the SPAC.<blockquote>这给Lionheart带来了更大的压力，要求其迅速找到交易，尽管它正在与更多追逐有限数量的潜在目标的SPAC竞争。如果18个月前没有达成协议，Sternberg和他的团队将无法从SPAC中获得任何收益。</blockquote> Leading up to the MSP transaction, three directors on Lionheart’s five-person board resigned. One of them, Trevor Barran, who was also the firm’s chief operating officer, left last week, just days before the deal was announced on Monday. A fourth died in June.<blockquote>在MSP交易之前，Lionheart五人董事会中的三名董事辞职。其中之一特雷弗·巴兰(Trevor Barran)也是该公司的首席运营官，他于上周离职，就在周一宣布交易的前几天。第四人于六月死亡。</blockquote> “Lionheart brought in new board of director members to eliminate any potential or perceived conflicts of interest, better align the board’s collective expertise with MSP’s business, and to have a total of four independent directors, one more than required,” a spokesperson for Lionheart said in a statement.<blockquote>Lionheart发言人表示：“Lionheart引入了新的董事会成员，以消除任何潜在或感知的利益冲突，更好地将董事会的集体专业知识与MSP的业务结合起来，并总共拥有四名独立董事，比所需的多了一名。”在一份声明中。</blockquote> MSP Recovery describes itself as a pioneer in obtaining reimbursements for Medicare and other health-care claims that should have been covered by other parties. The Coral Gables, Florida-based firm looks through records and identifies potentially erroneous payments using complex data analysis techniques. MSP said it owns nearly $50 billion in billed claims from its clients.<blockquote>MSP Recovery将自己描述为获得医疗保险和其他本应由其他方承保的医疗保健索赔报销的先驱。这家总部位于佛罗里达州科勒尔盖布尔斯的公司使用复杂的数据分析技术查看记录并识别潜在的错误付款。MSP表示，它拥有来自客户的近500亿美元的账单索赔。</blockquote> ‘Humongous Flaw’<blockquote>“巨大的缺陷”</blockquote> “The scalability of this business is beyond any business that exists,” said Ruiz, MSP’s founder and chief executive officer. “There’s a humongous flaw in the data capturing of medical claims and the insurance processing of those claims. This is a disruptive process that we’ve created and we’re changing the way that it’s done.”<blockquote>MSP创始人兼首席执行官Ruiz表示：“这项业务的可扩展性超出了任何现有业务。”“医疗索赔的数据捕获和这些索赔的保险处理存在巨大缺陷。这是我们创建的一个颠覆性流程，我们正在改变其执行方式。”</blockquote> If MSP is able to collect a payment, it typically shares half the money with the claim assignor, such as an insurance company that paid a wrong amount, and then pays lawyers 40% of the balance. MSP keeps what’s left.<blockquote>如果MSP能够收取付款，它通常会与索赔转让人（例如支付错误金额的保险公司）分享一半的钱，然后向律师支付余额的40%。MSP保留剩下的。</blockquote> A law firm owned by Ruiz and MSP’s chief legal officer will the exclusive lead counsel for MSP, meaning it stands to receive 20% of all recovered payments, according to a filing.<blockquote>根据一份文件，Ruiz和MSP首席法律官拥有的一家律师事务所将担任MSP的独家首席法律顾问，这意味着它将获得所有追回款项的20%。</blockquote> MSP calls the total amount recovered (before paying out the assignor and lawyers) gross revenue, and expects to take in about $3.1 billion in 2023. In an investor presentation, the company argued that its 10.5-times multiple against that revenue was in-line with prominent private equity firms it identified as peers, including Blackstone Group Inc., Brookfield Asset Management, Ares Management Corp. and KKR &amp; Co.<blockquote>MSP评级收回的总金额（在支付转让人和律师之前）总收入，预计2023年将获得约31亿美元。在一次投资者演讲中，该公司辩称，其10.5倍的收入与其同行的知名私募股权公司一致，包括Blackstone Group Inc.、Brookfield Asset Management、Ares Management Corp.和KKR&amp;Co。</blockquote> It forecasts net revenue for that year of $963 million, and net income of $632 million. By 2026, it expects gross revenues of $23.8 billion.<blockquote>预计当年净收入为9.63亿美元，净利润为6.32亿美元。到2026年，预计总收入将达到238亿美元。</blockquote> Valuation Questions<blockquote>估值问题</blockquote> Lionheart is putting as much as $160 million into MSP, depending on shareholder redemptions, in exchange for about 0.7% of the merged company. Unlike most SPAC deals, there’s no private investment in public equity, or PIPE, being injected alongside the SPAC.<blockquote>根据股东赎回情况，Lionheart将向MSP注资高达1.6亿美元，以换取合并后公司约0.7%的股份。与大多数SPAC交易不同，没有与SPAC一起注入公共股权(PIPE)的私人投资。</blockquote> That may be partly due to questions over valuation. Hedge fund Marshall Wace, an existing Lionheart investor, discussed participating in a PIPE at a valuation closer to $10 billion, according to a person with knowledge of the matter, who asked not to be identified discussing confidential information.<blockquote>这可能部分是由于估值问题。据一位因讨论机密信息而要求匿名的知情人士透露，对冲基金Marshall Wace是Lionheart的现有投资者，他讨论了以接近100亿美元的估值参与PIPE。</blockquote> “A wide range of valuations, which didn’t include the entire scope of what’s included in the company now, were discussed at a very preliminary stage nearly six months ago,” Ruiz said.<blockquote>鲁伊斯说：“近六个月前，我们在非常初步的阶段就讨论了广泛的估值，其中不包括公司现在的全部范围。”</blockquote> A spokesperson for Marshall Wace declined to comment.<blockquote>马歇尔·韦斯的发言人拒绝置评。</blockquote> Shareholders who don’t redeem prior to the business combination are being offered at least 35 additional warrants allowing them to purchase shares at an $11.50 strike price. When those warrants are exercised, MSP’s founders — principally Ruiz — will sell their shares back to MSP at the strike price, meaning that on a net basis no new stock is issued. More than a billion such warrants will be dispersed.<blockquote>在业务合并前未赎回的股东将获得至少35份额外认股权证，允许他们以11.50美元的执行价购买股票。当这些认股权证被行使时，MSP的创始人（主要是Ruiz）将以执行价格将其股票卖回给MSP，这意味着在净额基础上不会发行新股。超过10亿份此类认股权证将被分散。</blockquote> Transaction Costs<blockquote>交易成本</blockquote> Ruiz has agreed to sell a large portion of his shares at 15% above their $10 value implied by the transaction, limiting his upside. Ruiz says it was part of the cost of getting the deal done.<blockquote>鲁伊斯已同意以比交易隐含的10美元价值高出15%的价格出售大部分股票，这限制了他的上涨空间。鲁伊斯表示，这是完成交易的部分成本。</blockquote> Lionheart’s sponsor, controlled by Sternberg, will get about $60 million of shares, according to an investor presentation. Transaction costs, including banker fees, will eat up $70 million or about 30% of the cash Lionheart raised from investors last year. The remaining cash will be used to fund operations and growth. MSP anticipates $37 million in expenses this year on no revenue.<blockquote>根据投资者介绍，由Sternberg控制的Lionheart赞助商将获得约6000万美元的股票。包括银行家费用在内的交易成本将消耗7000万美元，约占Lionheart去年从投资者那里筹集的现金的30%。剩余现金将用于资助运营和增长。MSP预计今年的支出为3700万美元，但没有收入。</blockquote> “In the big scheme of things, it’s really de minimis,” Ruiz said, referring to the fees. “If I had to put a number on it, there’s more than 200, 300 people working on this deal.”<blockquote>“从大局来看，这确实是微不足道的，”鲁伊斯在谈到费用时说道。“如果我必须给出一个数字，就会发现有超过200、300人在从事这项交易。”</blockquote> Of all the players, Ruiz stands to gain the most. His 70% stake in the firm is worth close to $23 billion at the combination price. MSP and Lionheart executives will be allowed to sell 10% of their shares as soon as the transaction is completed, with the remainder subject to a six-month lock up.<blockquote>在所有球员中，鲁伊斯获益最大。按合并价格计算，他持有该公司70%的股份价值接近230亿美元。交易完成后，MSP和Lionheart高管将被允许出售10%的股份，其余股份将被锁定六个月。</blockquote> It should be enough to buy as many cigarette boats as Ruiz wants. In fact, in May, he bought Cigarette Racing Team — the company, not the boat. His partner on the deal? None other than Sternberg.<blockquote>鲁伊斯想买多少烟船就买多少。事实上，在5月份，他买下了Cigarette Racing Team——公司，而不是船。他的交易伙伴？不是别人，正是斯腾伯格。</blockquote>\n<div class=\"bt-text\">\n\n\n 来源：<a href=\"https://finance.yahoo.com/news/florida-lawyer-ex-paratrooper-forge-152841571.html\">Bloomberg</a>\n为提升您的阅读体验，我们对本页面进行了排版优化\n\n\n</div>\n</article>\n</div>\n</body>\n</html>\n","type":0,"thumbnail":"","relate_stocks":{"LCAP":"Principal Capital Appreciation Select ETF"},"source_url":"https://finance.yahoo.com/news/florida-lawyer-ex-paratrooper-forge-152841571.html","is_english":true,"share_image_url":"https://static.laohu8.com/e9f99090a1c2ed51c021029395664489","article_id":"1171091897","content_text":"(Bloomberg) -- John H. Ruiz is on no one’s list of Wall Street big shots.\nOver the years the Miami lawyer has hosted a Spanish language cable-TV show, owned a high school sport website and worked on class-action lawsuits. At one point, his luxury cigarette boat was repossessed, according to a published report — an episode Ruiz has called a misunderstanding.\nYet today Ruiz is on the cusp of a $23 billion fortune as his MSP Recovery enters into a merger with Lionheart Acquisition Corporation II, a $230 million special purpose acquisition company founded by a former member of an Israel Defense Forces elite combat unit who spent most of his career in real estate.\nIf the deal is completed, it will go down as one of the most unusual SPAC transactions yet. Aside from the disparate backgrounds of its principals, the company forecasts zero revenue this year, there are none of the traditional co-investors participating and three of Lionheart’s directors have resigned in recent months. And at a $32.6 billion valuation, it’s the second-biggest proposed SPAC transaction after Grab Holdings’ $40 billion merger scheduled for later this year.\nSPAC Fortunes\nSPACs have become synonymous with enormous fortunes seemingly created overnight, such as the $11.3 billion stake Mat Ishbia realized when his mortgage company was taken public. But other fortunes have faded just as fast. Nikola Corp.’s Trevor Milton saw his net worth peak at almost $10 billion, according to the Bloomberg Billionaires Index, before allegations of fraud tanked the stock and forced him out of leadership at the company.\nThe frenzied dealmaking has also drawn the attention of regulators, who have zeroed in on the sometimes dubious business practices and questionable disclosures of merging firms, as well as the misalignment of interests between the people selling SPACs and those buying them. The Securities and Exchange Commission took the rare step this week of sanctioning a SPAC and its merger target — a space-cargo firm — for misleading investors.\nThe choice of MSP Recovery, a health-care payments recovery firm, comes despite Lionheart saying in its prospectus and website that it was looking for an acquisition in the real estate sector, which is where founder Ophir Sternberg spent most of his career.\nAfter emigrating from Israel in 1993 and a stint in New York, Sternberg bought and sold real estate in South Florida for most of the past decade. But he spotted an opportunity in the red-hot world of SPACs, and in December led the combination of restaurant chain BurgerFi International Inc. with Opes Acquisition Corp.\nBurgerFi shares closed Tuesday at $10.66, just above the $10 offering price of the SPAC that it merged with. For the year, they’re down 22%.\nBurgerFi’s $100 million deal is set to be dwarfed by Lionheart’s combination with MSP. Sternberg took Lionheart Acquistion Corporation II public last August.\n‘Deal Done’\n“Most SPACs ask for a 24 months before they throw in the towel and have to redeem,” Sternberg told Bloomberg News at the time. “I told my investors at the IPO level that I was very confident that we could get a deal done within a shorter time frame, so I took the lifespan down to 18 months.”\nThat put added pressure on Lionheart to find a deal quickly, even as it competed against a greater number of SPACs chasing a limited number of potential targets. If no agreement is reached before 18 months, Sternberg and his team earn nothing from the SPAC.\nLeading up to the MSP transaction, three directors on Lionheart’s five-person board resigned. One of them, Trevor Barran, who was also the firm’s chief operating officer, left last week, just days before the deal was announced on Monday. A fourth died in June.\n“Lionheart brought in new board of director members to eliminate any potential or perceived conflicts of interest, better align the board’s collective expertise with MSP’s business, and to have a total of four independent directors, one more than required,” a spokesperson for Lionheart said in a statement.\nMSP Recovery describes itself as a pioneer in obtaining reimbursements for Medicare and other health-care claims that should have been covered by other parties. The Coral Gables, Florida-based firm looks through records and identifies potentially erroneous payments using complex data analysis techniques. MSP said it owns nearly $50 billion in billed claims from its clients.\n‘Humongous Flaw’\n“The scalability of this business is beyond any business that exists,” said Ruiz, MSP’s founder and chief executive officer. “There’s a humongous flaw in the data capturing of medical claims and the insurance processing of those claims. This is a disruptive process that we’ve created and we’re changing the way that it’s done.”\nIf MSP is able to collect a payment, it typically shares half the money with the claim assignor, such as an insurance company that paid a wrong amount, and then pays lawyers 40% of the balance. MSP keeps what’s left.\nA law firm owned by Ruiz and MSP’s chief legal officer will the exclusive lead counsel for MSP, meaning it stands to receive 20% of all recovered payments, according to a filing.\nMSP calls the total amount recovered (before paying out the assignor and lawyers) gross revenue, and expects to take in about $3.1 billion in 2023. In an investor presentation, the company argued that its 10.5-times multiple against that revenue was in-line with prominent private equity firms it identified as peers, including Blackstone Group Inc., Brookfield Asset Management, Ares Management Corp. and KKR & Co.\nIt forecasts net revenue for that year of $963 million, and net income of $632 million. By 2026, it expects gross revenues of $23.8 billion.\nValuation Questions\nLionheart is putting as much as $160 million into MSP, depending on shareholder redemptions, in exchange for about 0.7% of the merged company. Unlike most SPAC deals, there’s no private investment in public equity, or PIPE, being injected alongside the SPAC.\nThat may be partly due to questions over valuation. Hedge fund Marshall Wace, an existing Lionheart investor, discussed participating in a PIPE at a valuation closer to $10 billion, according to a person with knowledge of the matter, who asked not to be identified discussing confidential information.\n“A wide range of valuations, which didn’t include the entire scope of what’s included in the company now, were discussed at a very preliminary stage nearly six months ago,” Ruiz said.\nA spokesperson for Marshall Wace declined to comment.\nShareholders who don’t redeem prior to the business combination are being offered at least 35 additional warrants allowing them to purchase shares at an $11.50 strike price. When those warrants are exercised, MSP’s founders — principally Ruiz — will sell their shares back to MSP at the strike price, meaning that on a net basis no new stock is issued. More than a billion such warrants will be dispersed.\nTransaction Costs\nRuiz has agreed to sell a large portion of his shares at 15% above their $10 value implied by the transaction, limiting his upside. Ruiz says it was part of the cost of getting the deal done.\nLionheart’s sponsor, controlled by Sternberg, will get about $60 million of shares, according to an investor presentation. Transaction costs, including banker fees, will eat up $70 million or about 30% of the cash Lionheart raised from investors last year. The remaining cash will be used to fund operations and growth. MSP anticipates $37 million in expenses this year on no revenue.\n“In the big scheme of things, it’s really de minimis,” Ruiz said, referring to the fees. “If I had to put a number on it, there’s more than 200, 300 people working on this deal.”\nOf all the players, Ruiz stands to gain the most. His 70% stake in the firm is worth close to $23 billion at the combination price. MSP and Lionheart executives will be allowed to sell 10% of their shares as soon as the transaction is completed, with the remainder subject to a six-month lock up.\nIt should be enough to buy as many cigarette boats as Ruiz wants. In fact, in May, he bought Cigarette Racing Team — the company, not the boat. His partner on the deal? None other than Sternberg.","news_type":1,"symbols_score_info":{"LCAP":0.9}},"isVote":1,"tweetType":1,"viewCount":1457,"commentLimit":10,"likeStatus":false,"favoriteStatus":false,"reportStatus":false,"symbols":[],"verified":2,"subType":0,"readableState":1,"langContent":"EN","currentLanguage":"EN","warmUpFlag":false,"orderFlag":false,"shareable":true,"causeOfNotShareable":"","featuresForAnalytics":[],"commentAndTweetFlag":false,"andRepostAutoSelectedFlag":false,"upFlag":false,"length":2,"xxTargetLangEnum":"ORIG"},"commentList":[],"hasMoreComment":false,"orderType":2}