Park Cities Asset Management LLC entered into a definitive agreement to acquire Elevate Credit, Inc. (NYSE:ELVT) from JB Capital Partners, L.P. and others for $67.1 million on November 16, 2022. Under the terms of the merger agreement, Park Cities will acquire Elevate for $1.87 per share cash. In addition, 7% of shares and shares underlying equity awards held by certain members of Elevate management are permitted to rollover into equity of the acquiring entity. Equity financing commitment of $82.5 million has been executed by Park Cities Specialty Finance Fund II LP in favor of buyer, the proceeds of which will provide for funds to consummate the transaction. Pursuant to the terms of the Merger Agreement, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Upon completion of the transaction, Elevate's shares will no longer trade on the New York Stock Exchange and Elevate will become a private company. The company will continue to operate under the Elevate name and brand. Elevate will pay a fee of $2.5 million to Park, in case Elevate terminates the transaction. Park will pay a fee of $5 million to Elevate, in case Park terminates the transaction. The transaction is subject to customary closing conditions, including approval by Elevate shareholders and receipt of regulatory and third party approvals. The transaction was approved unanimously by the Elevate Board of Directors and by the Board of Directors of buyer. the rollover stockholder entered into a voting agreement pursuant to which such rollover stockholder agrees, among other things, to vote in favor of the adoption of the agreement. As of February 10, 2023, Proxy Advisory Firms ISS and Glass Lewis have each recommended that stockholders vote “FOR” the previously announced all-cash acquisition of the Company by an affiliate of Park Cities Asset Management LLC (“Park Cities”), an alternative asset manager focused on providing flexible debt solutions, at the Company's upcoming Special Meeting of Stockholders (the “Special Meeting”) scheduled for February 15, 2023. The transaction is expected to close in the first quarter of 2023.

 Sam Lichtman, Don Shiman, Susan Wetzel, Scott Thompson, Mary Mendoza, David Taubenfeld, Raquel Alvarenga,  Ian Peck,  Gavin George, Jennifer Wisinski and Stephen Grant of Haynes and Boone LLP, Wick Phillips Gould & Martin LLP, and Husch Blackwell LLP acted as legal advisors to Park Cities. Morgan Stanley & Co. LLC acted as financial advisor to Elevate and provided fairness opinion to Elevate Board, and Michael Miller, Domnick Bozzetti, Joy MacIntyre, Julie O'Neill, Lawrence Gallick, Danli Guo, Brandon C. Parris and Michael G. O'Bryan of Morrison & Foerster LLP is acting as legal advisor. Coblentz Patch Duffy & Bass LLP acted as legal advisor to Elevate. D.F. King & Co., Inc. acted as proxy solicitor to Elevate Credit and will receive a fee of $12,500. Morgan Stanley will receive a transaction fee of $7 million, out of which $2 million was paid on delivery of a fairness opinion and remaining is contingent upon the consumption of the merger.

Park Cities Asset Management LLC completed the acquisition of Elevate Credit, Inc. (NYSE:ELVT) from JB Capital Partners, L.P. and others on February 28, 2023. The total cash consideration paid to equity holders of Elevate pursuant to the merger agreement was approximately $63 million. Park Cities acquired Elevate for $1.87 per share in an all-cash transaction at an implied value of $67 million. With the completion of the transaction, Elevate shares have ceased trading and once the delisting application becomes effective with the SEC, will no longer be listed on the New York Stock Exchange. The Company will continue to operate under the Elevate name and brand.