Tiger Infrastructure Partners SC 13DSunlight Financial / Tiger Infrastructure Partners ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND 

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) 

Sunlight Financial Holdings Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

86738J106

(CUSIP Number)

Marc H. Blair

Managing Director

Tiger Infrastructure Partners LP

717 Fifth Avenue

New York, NY 10022

(212) 201-2199

With a copy to:

Scott Golenbock

Milbank LLP

55 Hudson Yards

New York, NY 10001

(212) 530-5181

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 9, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Exhibit Index Appears on Page 10

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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This Schedule 13D (this “Schedule 13D”) is being filed by the undersigned, pursuant to §240.13d-1(a), with respect to the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of Sunlight Financial Holdings Inc., a Delaware corporation (the “Issuer”). The Issuer has its principal executive office at 101 N. Tryon Street, Suite 1000, Charlotte, NC 28246.

(a), (f)

This Schedule 13D is being filed jointly by the following persons (collectively, the “Reporting Persons”):

This Schedule 13D relates to shares of Class A Common Stock (i) held directly by Co-Invest B and (ii) that Sunlight Feeder has the right to acquire upon exercise of private units exchangeable, subject to certain conditions, for either one share of Class A Common Stock, or at Sunlight’s election, an amount of cash equivalent to the market value of one share of Class A Common Stock (“Private Units”). The US Advisor is the investment manager of Fund I AIV and Co-Invest B. Sunlight Feeder is a wholly-owned subsidiary of Fund I AIV. The US Advisor is managed by its general partner Emil Henry III LLC (“EH III”); EH III is managed by its sole managing member, Henry Tiger Holdings LLC (“HTH”); HTH is managed by its sole managing member, Emil Henry LLC (“EH LLC”). Emil W. Henry, Jr. is the sole managing member of EH LLC and therefore may be deemed to share voting and dispositive power over and have beneficial ownership of the securities held by Co-Invest B and Sunlight Feeder. Mr. Henry disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.

(b) Mr. Henry is a citizen of the United States of America. Each of the other Reporting Persons is organized under the laws of the State of Delaware. The principal business address of the Reporting Persons is 717 Fifth Ave, Floor 12A, New York, NY 10022.

(c) The principal business of Mr. Henry is private equity investments. Co-Invest B and Sunlight Feeder are private investment vehicles that directly hold the shares of Common Stock and Private Units reported herein. The US Advisor is the investment manager of Fund I AIV and Co-Invest B. Sunlight Feeder is a wholly-owned subsidiary of Fund I AIV. The US Advisor is managed by its general partner EH III; EH III is managed by its sole managing member, HTH; HTH is managed by its sole managing member, EH LLC. Emil W. Henry, Jr. is the sole managing member of EH LLC.  The occupation and business of the Reporting Persons is conducted at the address given in (b) of this Item 2, which is hereby incorporated by reference.

(d) During the last five years, none of the Reporting Persons or any of their respective executive officers, directors, or managers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons or any of their respective executive officers, directors or managers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Pursuant to the Business Combination Agreement, dated as of January 21, 2021 (the “Business Combination Agreement”) by and among Spartan Acquisition Corp. II, a Delaware corporation (“Acquiror”), SL Invest I Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“MergerCo1”), SL Invest II LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror (“MergerCo2”), SL Financial Investor I LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror (“Holdings I”), SL Financial Investor II LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror (“Holdings II”), SL Financial Holdings Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“Acquiror Sub”), SL Financial LLC (the “OpCo Merger Sub”), a Delaware limited liability company and wholly owned subsidiary of Acquiror Sub, Sunlight Financial LLC, a Delaware limited liability company (the “Company”), FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker”) and Tiger Co-Invest B Sunlight Blocker LLC, a Delaware limited liability company (“Tiger Blocker”), Tiger Blocker merged with and into MergerCo2 with Tiger Blocker surviving as a wholly owned subsidiary of the Acquiror (the “First Merger”), and immediately thereafter and as part of the single integrated transaction, Tiger Blocker merged with and into  Holdings II with Holdings II surviving the merger as a wholly owned subsidiary of the Acquiror (the “Second Merger,” and together with the First Merger, the “Mergers”). The Mergers were effective on July 9, 2021. (the “Effective Time”).

The total consideration paid in connection with the Mergers as provided in the Business Combination Agreement consisted of a combination of cash, Class A Common Stock, and Private Units, as well as rights under the Tax Receivable Agreement. Specifically, Co-Invest B received the shares of Class A Common Stock pursuant to the Business Combination Agreement in exchange for its interests in the Company. Sunlight Feeder received the Private Units pursuant to the Business Combination Agreement. Each Private Unit consists of a Class EX Unit issued by the Company, together with one share of Class C Common Stock. Each Private Unit is exchangeable, subject to certain conditions, for either one share of Class A Common Stock, or at the Company’s election, an amount of cash equivalent to the market value of one share of Class A Common Stock, pursuant to and in accordance with the terms of the Fifth Amended and Restated Limited Liability Company Agreement of the Company.

The response to Item 3 of this Schedule 13D is incorporated by reference herein.

Prior to the Business Combination (as defined in the Business Combination Agreement), Emil W. Henry, Jr., the CEO and Founder of Tiger Infrastructure Partners and affiliated director of the Reporting Persons, served as a member of the Company’s board of directors. Upon closing of the Business Combination, Mr. Henry became a member and designated chairman of the Issuer’s board of directors.

In connection with the closing of the Business Combination, the Issuer and the holders of interest in the Company (the “Holders”), including Co-Invest B and Sunlight Feeder, entered into an Investor Rights Agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, among other things, the Issuer agreed to file a registration statement, which the Issuer agreed to have become effective as soon as reasonably practicable after the filing thereof, covering the resale of certain securities held by or issuable to the Holders. In certain circumstances, Co-Invest B and Sunlight Feeder can demand up to three underwritten offerings and will be entitled to customary piggyback registration rights. In addition, Co-Invest B and Sunlight Feeder agreed to the same lock-up restrictions applicable to the Issuer’s sponsor (Spartan Acquisition Sponsor II LLC, a Delaware limited liability company) and board of directors and management team of the Issuer. These lock-up restrictions include that:

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The forgoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Investor Rights Agreement, a copy of which is filed as Exhibit A to this Schedule 13D and is incorporated by reference herein.

In addition, in connection with the Business Combination, Co-Invest B and Sunlight Feeder entered into the Tax Receivable Agreement with the Issuer, TRA Holders and the Agent (as defined therein). The Tax Receivable Agreement generally provides for the payment by Issuer to the Agent, for disbursement to the TRA Holders (which includes Co-Invest B and Sunlight Feeder) on a pro rata basis, of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that the Issuer actually realizes (or is deemed to realize in certain circumstances) in periods after the Closing as a result of (i) certain increases in tax basis that occur as a result of the issuer’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of a TRA Holder’s Sunlight Class EX Units upon the exercise of the redemption or call rights set forth in the Sunlight A&R LLC Agreement and (ii) imputed interest deemed to be paid by the Issuer as a result of, and additional tax basis arising from, any payments the Issuer makes under the Tax Receivable Agreement. The Issuer will retain the benefit of the remainder of the actual net cash savings, if any.

The forgoing description of the Tax Receivable Agreement does not purport to be complete and is qualified in its entirety by reference to the Tax Receivable Agreement, a copy of which is filed as Exhibit B to this Schedule 13D and is incorporated by reference herein.

(a) As of the date hereof, each of the US Advisor and Mr. Henry may be deemed the beneficial owner of 29,616,922 shares of Class A Common Stock, which amount includes (i) 8,437,552 shares of Class A Common Stock directly held by Co-Invest B and (ii) 21,179,370 shares of Class A Common Stock issuable upon exchange of the Private Units directly held by Sunlight Feeder. As of the date hereof, each of the US Advisor and Mr. Henry may be deemed to beneficially own 27.9% of the Class A Common Stock outstanding. As of the date hereof, Fund I AIV and Sunlight Feeder may be deemed the beneficial owner of 21,179,370 shares of Class A Common Stock comprising of 20.0% of Class A Common Stock outstanding. As of the date hereof, Co-Invest B may be deemed the beneficial owner of 8,437,552 shares of Class A Common Stock which represents 9.9% of Class A Common Stock outstanding. All calculations of percentage ownership herein are based on a total of (i) 84,837,655 shares of Class A Common Stock outstanding immediately after the Closing on July 9, 2021 (excludes 1,535,941 of shares held by Sunlight in respect of net withholding for tax payments), as reported on the Form 8-K filed with the SEC by the Issuer on July 15, 2021, plus, (ii) where specified in the footnotes to the Reporting Person’s cover page, the 21,179,370 shares of Class A Common stock issuable upon exercise of Private Units beneficially owned by the Reporting Person, which have been added to the total shares of Class A Common Stock outstanding in accordance with Rule 13d-3(1)(i).

(b) Power to vote and dispose. Each of the Reporting Persons has shared voting power and shared dispositive power over the amounts of Class A Common Stock set forth in boxes 8, and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

(c) The response to Item 3 of this Schedule 13D is incorporated by reference herein. Except as disclosed herein, none of the Reporting Persons have effected any transactions in Class A Common Stock during the past 60 days.

(d) This Item 5(d) is not applicable.

(e) This Item 5(e) is not appliable.

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The response to Item 4 of this Schedule 13D is incorporated by reference herein.

In connection with filing this Schedule 13D jointly, pursuant to Rule 13d-1(k)(1) under the Act, the Reporting Persons entered into a joint filing agreement (the “Joint Filing Agreement”), dated July 19, 2021, which is filed as Exhibit C to this Schedule 13D and is incorporated by reference herein.

Except as described above and herein in this Schedule 13D, there are no other contracts, understandings or relationships (legal or otherwise) among the parties named in Item 2 hereto and between such persons and any person with respect to any of the securities of the Issuer currently owned by any of the Reporting Persons.

The following are filed herewith as Exhibits to this Schedule 13D:

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

DATED: July 19, 2021

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SCHEDULE 13D

EXHIBIT C

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of July 19, 2021.

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