Jensyn Acquisition Corp. Announces Agreement for Business Combination with BAE Energy Management, LLC

FREEHOLD, N.J., Nov. 9, 2017 /PRNewswire/ -- Jensyn Acquisition Corp. (NASDAQ: JSYN) ("Jensyn" or the "Company"), a company formed for the purpose of entering into a merger, share exchange, asset acquisition or other similar business combination with one or more businesses or entities, today announced that it has signed a definitive agreement to enter into a business combination with BAE Energy Management, LLC ("BAE"), an energy marketing, finance, and services firm based in Woodbury, New York.  BAE will be renamed Vantage Energy Fund in the transaction.

BAE is the parent company of Big Apple Energy and Vantage Commodities Financial Services.   Big Apple Energy is a leading energy marketing aggregator and service provider within the retail energy sector.  Vantage Commodities Financial Services is an innovative financing provider to small and medium energy service companies ("ESCOs").  BAE integrates a number of key ESCO business functions on one platform, including financing, purchasing, managing regulatory compliance, CRM, pricing, and hedging operations.

Based on current projections and BAE's receipt of the minimum cash contribution from Jensyn, BAE and Jensyn expect that Jensyn common and common equivalent holders will receive not less than $1.00 per share in dividends in the first 12 months post-closing paid pro rata on a monthly basis.

At close, Jensyn will own approximately 45% of BAE's outstanding membership units (3,621,317 units), and the current owners of BAE will own approximately 55% of the outstanding units (4,400,000 units), subject to adjustment based upon BAE's net working capital and indebtedness at closing, the amount of transaction expenses incurred by BAE and its owners, and the amount of cash contributed by Jensyn to BAE.  The current owners of BAE initially will not receive a direct ownership interest in Jensyn but will have the right to exchange their membership units in BAE for an equal number of shares of Jensyn common stock.

Jensyn has agreed to contribute the funds held in the trust account established at the time it completed its initial public offering to BAE upon the closing of the business combination.  The amount of its contribution will be reduced by the amount needed to satisfy certain pre-closing obligations of Jensyn and the amount of cash that Jensyn is required to pay to holders of its public shares who elect to have their shares converted for cash upon the closing of the business combination, but in no event will the amount of Jensyn's contribution to BAE be less than $15,000,000.  At the time that Jensyn seeks approval of the business combination from its stockholders, Jensyn will offer its public shareholders the opportunity to convert their shares for cash upon the closing of the business combination in an amount equal to their pro rata share of the funds held in the trust account that holds the proceeds of Jensyn's initial public offering as provided by its amended and restated certificate of incorporation.  As of the date of this release, the trust account holds funds of approximately $40,798,000.

The current owners of BAE will be issued an additional 300,000 units in BAE at closing if the average volume weighted average price (VWAP) of the Jensyn common stock is between $12 and $13 per share during the ten trading days before the closing, and 600,000 units if the average VWAP of the Jensyn common stock during such ten trading day period is $13 or more per share.

If the adjustments contemplated by the business combination agreement, other than the VWAP-based adjustment, would result in the current owners of BAE owning less than a 51% interest in BAE after the closing, then the amount of Jensyn's cash contribution to BAE will be reduced so that the current BAE owners will retain a 51% interest in BAE.  The amount by which Jensyn's contribution to BAE is reduced will be distributed post-closing to holders of Jensyn's registered common stock at close.

The current owners of BAE will have the right to receive up to 2,000,000 additional units in BAE based upon the trading price of Jensyn common stock and the amount of dividends paid to the holders of Jensyn common stock during the 36 month period following the closing of the business combination.  The current BAE owners will be entitled to receive approximately 666,666 units in BAE for each of the three 12 month periods following the closing if the average closing price of the Jensyn common stock exceeds the specified stock price target during any 20 trading days within a 30 trading day period during each such 12 month period, or if the dividends paid during the period with the respect to the Jensyn common stock exceed a specified cumulative dividend target.  The stock price and dividend targets for such periods are outlined in the table below:

The closing of the business combination is subject to a number of conditions, including the approval of Jensyn's Board of Directors and stockholders and the finalization of certain ancillary agreements contemplated by the definitive business combination agreement, including an agreement which will require BAE to make certain periodic distributions to its members and Jensyn to make certain periodic dividend payments to its stockholders after the closing.

The senior management of BAE, including Victor Ferreira, its CEO, will replace Jensyn's existing management team following the closing of the business combination.  In addition, it is anticipated that at the time that Jensyn seeks approval of the business combination by its stockholders, Jensyn's stockholders will be asked to elect a new Board of Directors.  The nominees are expected to be seven individuals designated by BAE, and none of such nominees will be an existing member of Jensyn's Board of Directors.

Victor Ferreira stated, "We're very excited to be merging with Jensyn.  We were an early mover in the retail energy space and one of the first to recognize the value of establishing an offering to competing ESCOs that streamlined their operations and enabled them to focus on their core competencies.  With the acquisition and integration of Vantage in 2016, we completed our one stop-shop platform and are the leading full service provider to the industry.  Merging with Jensyn provides Big Apple the public visibility to continue our growth and expand our customer base."

Jeff Raymond, Jensyn's CEO, noted, "Big Apple is a leader in a fragmented sector.  Vic has built a full service firm that exceeds in scalability and flexibility.  Jensyn is thrilled to be able to leverage our SPAC and our success in building consulting and service platforms for Vic's benefit."

Chardan is acting as Jensyn's sole M&A advisor on the transaction.

About BAE Energy Management, LLC

BAE is comprised of two major subsidiaries, Big Apple Energy and Vantage Commodities Financial Services. Founded in 1998, Big Apple Energy is a market aggregator supplying small to medium size ESCOs that typically lack the buying power and expertise to effectively compete in the deregulated natural gas and power markets. Big Apple Energy creates value for its clients through its purchasing and outsourcing capabilities and by aggregating the requirements of its clients to give them the leverage of larger ESCOs. Big Apple Energy also provides an EDI and billing software platform in addition to supply financing. Vantage Commodities Financial Services is a specialty finance company focused on providing supply and working capital financing to companies operating within the energy space.

About Jensyn Acquisition Corp.

Jensyn Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. 

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United Stated Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as "expects", "believes", "anticipates", "intends", "estimates", "seeks" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of Jensyn, BAE and the combined company after completion of the proposed business combination, are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement relating to the proposed business combination (2) the outcome of any legal proceedings that may be instituted against Jensyn, BAE or others following announcement of the business combination agreement and transactions contemplated therein; (3) the inability to complete the transactions contemplated by the business combination agreement due to the failure to obtain approval of the stockholders of Jensyn or other conditions to closing in the business combination agreement; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the transactions contemplated by the business combination agreement t; (5) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain its key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; (9) the possibility that BAE may be adversely affected by other economic, business, and/or competitive factors and not achieve projected results; and (10) other risks and uncertainties indicated from time to time in the proxy statements relating to the proposed business combination, including those under "Risk Factors" therein, and other filings with the United States Securities and Exchange Commission ("SEC") by Jensyn. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Jensyn and BAE undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Additional Information about the Merger and Where to Find It

In connection with the proposed business combination, Jensyn intends to file with the SEC a preliminary proxy statement by mid-December 2017. When completed, Jensyn will mail a definitive proxy statement and other relevant documents to its stockholders in connection with its solicitation of proxies for the special meeting of stockholders to be held to approve the proposed business combination and related transactions. This press release does not contain all the information that should be considered concerning the proposed business combination. It is not intended to provide the basis for any investment decision or any other decision in respect to the proposed business combination. Jensyn stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with Jensyn's solicitation of proxies for the special meeting to be held to approve the proposed business combination, as these materials will contain important information about BAE, Jensyn and the proposed business combination. The definitive proxy statement will be mailed to stockholders of Jensyn as of a record date to be established for voting on the business combination agreement and related transactions. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's Internet site at http://www.sec.gov, or by directing a request to: Jensyn Acquisition Corp., 800 West Main Street, Suite 204, Freehold, New Jersey 07728, attention: Jeffrey J. Raymond, 1-888-536-7965.

Jensyn and its directors and executive officers and BAE and its members and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Jensyn in connection with the proposed business combination. Information regarding the special interests of these directors, members and executive officers in the business combination will be included in the proxy statement referred to above. Additional information regarding the directors and executive officers of Jensyn is also included in the Annual Report on Form 10-K for the year ended December 31, 2016, which is available free of charge at the SEC web site (www.sec.gov) and at the address described above and will also be contained in the definitive proxy statement for the proposed business combination) when available.

SOURCE Jensyn Acquisition Corp.