DEFM14A 1 tm2121262d2_defm14a.htm DEFM14A

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. _____)


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x	Definitive Proxy Statement

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MMA CAPITAL HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

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

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	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 13, 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 August 10, 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 July 13, 2021 and is first being mailed to stockholders on or about July 13, 2021.

MMA CAPITAL HOLDINGS, Inc.

3600 O’Donnell Street, Suite 600

Baltimore, Maryland 21224

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON August 10, 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 August 10, 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 July 2, 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)

The special meeting of stockholders will be held at 9 a.m., New York City time, on August 10, 2021. At the special meeting, holders of our common stock entitled to vote at the meeting will be asked to consider and vote upon:

•

a proposal to adopt the Merger Agreement, pursuant to which, subject to the terms and conditions of the Merger Agreement, the Company will merge with and into Merger Sub, with Merger Sub continuing as the Surviving Entity and a wholly owned subsidiary of Parent (the “Merger Proposal”); and

•

The Board recommends that you vote “FOR” each of the above proposals.

Stockholders must approve the Merger Proposal to adopt the Merger Agreement in order for the Merger and the other transactions contemplated by the Merger Agreement to occur. If our stockholders fail to approve the Merger Proposal, the Merger and the other transactions contemplated by the Merger Agreement will not occur. A copy of the Merger Agreement is attached to this proxy statement, which we encourage you to read carefully and in its entirety.

Record Date and Quorum (Page 21)

The holders of record of our common stock as of 5:00 p.m., New York City time on July 2, 2021 (the “Record Date”), are entitled to receive notice of and to vote at the special meeting or at any adjournment or postponement of the special meeting. On July 12, 2021, there were 5,743,570 shares of our common stock outstanding.

The presence at the special meeting, in person (by virtual attendance) or by proxy, of the holders of a majority in voting power of the shares of our common stock entitled to vote at the special meeting will constitute a quorum, permitting us to conduct our business at the special meeting. Each holder of our common stock is entitled to cast one vote on each matter submitted to a vote at the special meeting for each share of common stock that they owned of record as of the Record Date.

In accordance with the rules of Nasdaq, banks, brokers and other nominees who hold shares of common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to any of the proposals to be voted on at the special meeting. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares with respect to the proposals to be voted on at the special meeting, they may not vote such shares with respect to such proposals. Accordingly, broker non-votes will generally not occur. However, broker non-votes, if any, will not be counted for purposes of determining whether a quorum is present at the special meeting.

In the event that a quorum is not present at the special meeting, subject to the terms of the Merger Agreement, the Company expects to adjourn or postpone the special meeting until it solicits enough proxies to obtain a quorum. Pursuant to the Company’s by-laws, any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under the Company’s by-laws. However, pursuant to the Merger Agreement, the Company will not delay convening, postpone or adjourn the special meeting for more than 2 occasions for more than 10 days per occasion to solicit additional proxies without Parent’s prior written consent and no such postponement or adjournment may delay the special meeting by more than 10 business days from the prior-scheduled date or to a date on or after the 5^th business day preceding February 24, 2022.

Vote Required (Page 21)

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock outstanding and entitled to vote on the Merger Proposal. A failure to vote your shares of common stock, or an abstention will have the same effect as a vote “AGAINST” 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.

Abstentions and the failure by stockholders to (i) attend the special meeting and vote or (ii) authorize a proxy to vote their shares at the special meeting will have the same effect as a vote “AGAINST” the Merger Proposal. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal, and the failure by stockholders to (i) attend the special meeting and vote or (ii) authorize a proxy to vote their shares at the special meeting will have no effect on the Adjournment Proposal, assuming a quorum is present.

Brokers, banks, trusts or other nominees holding shares of common stock in “street name” may not vote such shares of common stock on any of the proposals absent instruction from you. If your shares are held in “street name,” unless you attend the special meeting in person (by virtual attendance) with a properly executed legal proxy from your broker, bank, trust or other nominee, your failure to provide instructions to your broker, bank, trust, or other nominee will result in your shares not being present at the special meeting and not being voted on the proposals, which will have the same result as a vote “AGAINST” the Merger Proposal, but will have no effect on the Adjournment Proposal, assuming a quorum is present.

Voting and Proxies (Page 22)

Any stockholder of record entitled to vote at the special meeting may submit a proxy;

by mail, using the proxy card accompanying your proxy materials, or by voting in person (by virtual attendance) at the special meeting. If you intend to submit your proxy by telephone or via the Internet, you must do so no later than the date and time indicated on the applicable proxy card.

Even if you plan to attend the special meeting virtually, if you hold shares of common stock in your own name as the stockholder of record, please vote your shares by completing, signing, dating, and returning by mail the enclosed proxy card, using the telephone number printed on your proxy card or using the Internet voting instructions printed on your proxy card.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of our common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of our common stock should be voted “FOR” or “AGAINST” or to “ABSTAIN” from voting on all, some or none of the specific items of business to come before the special meeting. If you sign your proxy, but do not indicate how you wish to vote, your shares of common stock will be voted “FOR” the Merger Proposal and “FOR” the Adjournment Proposal. In addition, if you sign and return a proxy, the individuals named on the enclosed proxy card will have discretionary authority to vote on any other items that may arise at the special meeting or any adjournments or postponements thereof.

If your shares of common stock are held in “street name,” you should instruct your broker, bank, trust or other nominee on how to vote such shares of common stock using the instructions provided by your broker, bank, trust or other nominee. If you fail to provide your nominee with instructions on how to vote your shares of common stock, your nominee will not be able to vote such shares at the special meeting. If your shares of common stock are held in “street name,” you must obtain a legal proxy from such nominee in order to vote in person (by virtual attendance) at the special meeting.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF OUR COMMON STOCK YOU OWN. BECAUSE STOCKHOLDERS CANNOT VOTE ON THE MERGER PROPOSAL OR THE ADJOURNMENT PROPOSAL AT THE MEETING UNLESS A MAJORITY OF THE OUTSTANDING VOTING POWER OF OUR COMMON STOCK ENTITLED TO VOTE AT THE SPECIAL MEETING IS PRESENT IN PERSON (BY VIRTUAL ATTENDANCE) OR BY PROXY, IT IS IMPORTANT THAT YOU ATTEND THE MEETING IN PERSON (BY VIRTUAL ATTENDANCE) OR ARE REPRESENTED BY PROXY AT THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE PAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU WILL ATTEND THE SPECIAL MEETING AND VOTE IN PERSON (BY VIRTUAL ATTENDANCE), YOUR VOTE BY LATER-DATED PROXY OR BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

Revocation of Proxies (Page 23)

A stockholder of record entitled to vote at the special meeting may revoke his or her proxy at any time before the vote is taken at the special meeting by:

•

submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures printed on your proxy card, or by completing, signing, dating, and returning a new proxy card by mail to the Company;

•

attending the special meeting and voting in person (by virtual attendance) ; or

•

delivering to the Company’s Secretary a written notice of revocation to MMA Capital Holdings, Inc., 3600 O’Donnell Street, Suite 600, Baltimore, Maryland 21224, Attn: Corporate Secretary.

Attending the special meeting without taking one of the actions described above will not revoke your proxy.

If you hold your shares of common stock in “street name” through a broker, bank, trust or other nominee, you will need to follow the instructions provided to you by your broker, bank, trust or other nominee in order to revoke, change or submit new voting instructions. You may also vote in person (by virtual attendance) by ballot at the special meeting if you obtain a “legal proxy” from your bank, broker, trust or other nominee giving you the right to vote your shares at the special meeting.

Solicitation of Proxies; Payment of Solicitation Expenses

Our directors, officers, and employees may solicit proxies on our behalf in person, by telephone, email or facsimile. These persons will not be paid additional remuneration for their efforts. We have also engaged Broadridge Financial Solutions, Inc. to assist in the solicitation of proxies and provide related advice and informational support, for a services fee of $30,000, plus customary disbursements. We also will request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of common stock that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses. We will pay all expenses of filing, printing, and mailing this proxy statement, including solicitation expenses.

The Merger (Page 25)

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), the Company will merge with and into Merger Sub. Merger Sub will be the Surviving Entity in the Merger and will continue as a wholly owned subsidiary of Parent.

Upon completion of the Merger, shares of our common stock will no longer be listed on any stock exchange or quotation system, including Nasdaq. You will not own any shares or other equity interest of the Surviving Entity. The Merger Agreement is attached as Annex A to this proxy statement. Please read it carefully in its entirety.

Merger Consideration (Page 25)

If the Merger is completed, at such time as the Certificate of Merger has been filed with the Secretary of State of the State of Delaware or at such time as is agreed between the parties and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the “Effective Time”), each outstanding share of common stock (other than shares of common stock held by (a) 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, in each case outstanding immediately prior to the Effective Time (such shares, “Excluded Shares”) or (b) any stockholder who is entitled to demand and properly demands appraisal of such shares in accordance with Section 262 of the DGCL and who does not fail to perfect or otherwise effectively withdraw such demand or otherwise lose the right to appraisal (such shares, “Dissenting Shares”) and each deferred share of Common Stock reserved for the account of any Company director will be converted into the right to receive $27.77 in cash (the “Merger Consideration”), without interest and reduced by the amount of any withholding that is required under applicable laws. Following the Effective Time on the closing date, Parent will cause to be deposited with the paying agent sufficient cash to pay to the holders of the common stock the Merger Consideration. Promptly after the Effective Time, Parent and the Surviving Entity will cause the paying agent to mail to each record holder of shares of common stock that were converted into the right to receive the Merger Consideration a letter of transmittal and instructions for use in effecting the delivery of shares to the paying agent and for effecting the surrender of certificates in exchange for the Merger Consideration.

Reasons for the Merger; Recommendation of the Company’s Board of Directors (Page 40)

Our board of directors (the “Board” or our “Board”), after considering the factors more fully described in this 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 to and in the best interests of, the Company and its stockholders. Our Board recommends that stockholders vote “FOR” the Merger Proposal. Our Board further recommends that stockholders vote “FOR” the Adjournment Proposal. For the factors considered by our Board in reaching its decision to approve and declare advisable the Merger Agreement, see the section entitled “The Merger (Proposal 1)—Reasons for the Merger; Recommendation of the Company’s Board of Directors.”

Opinion of MMAC’s Financial Advisor (Page 44 and Annex B)

Opinion of TD Securities

MMAC retained TD Securities (USA) LLC (“TD Securities”) to act as a financial advisor to the Transaction Committee in connection with the proposed merger. The Transaction Committee selected TD Securities to act as its financial advisor based on TD Securities’ qualifications, expertise and reputation, its knowledge of recent transactions in the industry, and its knowledge of MMAC’s business and affairs. At the meeting of the Transaction Committee on May 23, 2021, TD Securities rendered its oral opinion, subsequently confirmed in writing, that as of such date and based upon and subject to the assumptions, limitations and qualifications relating to the review undertaken by TD Securities as set forth in the written opinion, the Merger Consideration to be received pursuant to the Merger Agreement by the holders of shares of MMAC common stock was fair, from a financial point of view, to the holders of shares of MMAC common stock (other than MMAC’s external manager, Hunt Investment Management, LLC (the “Manager”), Parent or any affiliate of Parent or the Manager).

The full text of the written opinion of TD Securities, dated as of May 23, 2021, which sets forth, among other things, the assumptions, limitations and qualifications relating to the review undertaken by TD Securities in rendering its opinion, is attached to this proxy statement as Annex B. You are encouraged to read the entire opinion carefully and in its entirety. TD Securities’ opinion was rendered for the information and benefit of the Transaction Committee, in its capacity as such, and addressed only the fairness from a financial point of view of the Merger Consideration to be received pursuant to the Merger Agreement by the holders of shares of MMAC common stock (other than the Manager, Parent or any affiliate of Parent or the Manager) as of the date of the opinion. TD Securities’ opinion does not address the underlying business decision of MMAC to engage in the proposed merger, the relative merits of the proposed merger as compared to any alternative transactions or strategies that may be available to MMAC, or the fairness of the amount or nature of the compensation to any officers, directors or employees of MMAC, or any class of such persons, relative to the consideration to be received by the holders of shares of MMAC common stock pursuant to the proposed merger. TD Securities expressed no views on the Termination Agreement (as described below under “Merger Agreement – Other Agreements Related to the Merger – Termination Agreement”) or the Assignment and Assumption Agreement (as described below under “Merger Agreement – Other Agreements Related to the Merger – Assignment and Assumption Agreement”). The opinion was addressed to, and rendered for the information and benefit of, the Transaction Committee and was not intended to, and does not, constitute a recommendation to any holder of MMAC common stock as to how to vote with respect to the proposed Merger and does not in any manner address the prices at which MMAC common stock will trade at any time. For a further discussion of TD Securities’ opinion, see “The Merger—Opinion of MMAC’s Financial Advisor—Opinion of TD Securities” beginning on page 44.

Interests of Certain Persons in the Merger (Page 52)

In considering the recommendation of our Board with respect to the Merger Agreement and the Merger, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders generally. These interests include, among other things: (i) the payment upon the closing of the Merger of a termination fee to our Manager one of whose representatives sits on our Board, (ii) the transfer of certain assets used in our business from our Manager to Parent or its affiliates, (iii) our Manager’s release of certain restrictive covenants in connection with certain of its employees who have performed services for us so that they may be employed by Parent or its affiliates after the Merger, (iv) the allocation between our Manager and Parent or its affiliates of certain liabilities in connection with certain employees of our Manager who have performed services for the Company, (v) the potential employment of our executive officers and other employees of our Manager following the Merger with the Manager, Parent or the Surviving Entity, and (vi) the rights of our directors and executive officers under the Merger Agreement to ongoing indemnification and insurance coverage. The members of the Board were aware of such different and additional interests and considered those interests, among other matters, in negotiating, evaluating and approving the Merger and the Merger Agreement, and in recommending to stockholders that the Merger Agreement be adopted and the transactions contemplated thereby be approved. These interests are discussed in more detail in “The Merger (Proposal 1)—Interests of Certain Persons in the Merger” beginning on page 52 of this proxy statement.

As of the date of this proxy statement, to the Company's knowledge, certain of our executive officers and employees of our Manager who have performed services for us have had discussions with Parent and its affiliates regarding employment or consulting arrangements. Prior to or following the Special Meeting, some of our executive officers and employees of our Manager who have performed services for us may continue to discuss or enter into agreements with Parent or its affiliates regarding employment or consulting arrangements with, or the right to purchase or participate in the equity of, the Surviving Entity or one or more of its affiliates. There are no agreements or understandings between the Company and our named executive officers regarding any compensation based on or otherwise related to the Merger.

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

If you are a U.S. Holder (as defined in the section below titled “The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger”), the receipt of cash in exchange for shares of common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder of common stock who receives cash in the Merger generally will recognize gain or loss in an amount equal to the difference, if any, between (a) the amount of cash received (plus applicable withholding taxes, if any, withheld from any such payment) and (b) such U.S. Holder’s adjusted tax basis in the shares of common stock exchanged therefor. Such gain or loss generally will constitute capital gain or loss and will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the common stock exchanged is more than one year as of the closing date of the Merger. Subject to the exceptions discussed under the heading “The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger,” non-U.S. Holders are generally not expected to be subject to U.S. federal income tax on the gain or loss recognized on cash received with respect to their common stock pursuant to the Merger.

You should read “The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page 53 for a more detailed discussion of the U.S. federal income tax consequences of the receipt of the Merger Consideration in exchange for our common stock pursuant to the Merger. You should also consult your own tax advisors regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the Merger in light of your particular circumstances (including the application and effect of any federal, state, local, or foreign tax laws).

Regulatory Approvals (Page 56)

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and related rules, certain transactions under the Merger Agreement, including the Merger, may not be completed until notifications have been given and information has been furnished to the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (the “FTC”) and all statutory waiting period requirements have been satisfied. The Merger Agreement requires the parties to use their reasonable best efforts to (a) make or cause to be made any filings required under the HSR Act with respect to the transactions contemplated by the Merger Agreement as soon as reasonably practicable after the date of the Merger Agreement, (b) make or cause to be made such other filings as are required under other antitrust laws, (c) comply as soon as reasonably practicable with any request for additional information, documents or other material requested by the FTC, the Antitrust Division or any other governmental authority under the HSR Act or any other antitrust laws, and (d) cooperate in good faith in obtaining all approvals required under applicable antitrust laws. On June 17, 2021, the parties to the Merger Agreement filed the required notifications with the Antitrust Division and the FTC.

The Merger Agreement further requires Parent, Merger Sub and the Company to cooperate with each other and use their respective reasonable best efforts to take all actions reasonably necessary, proper or advisable under the Merger Agreement and applicable laws, including filing as promptly as reasonably practicable all documentation to effect all necessary filings and obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party (including any governmental entity) in order to consummate the transactions contemplated by the Merger Agreement.

Financing of the Merger (Page 51)

In connection with the closing of the Merger, Parent will cause an aggregate of approximately $161.75 million to be paid to the holders of our common stock (including common stock reserved for the account of Company directors).

Parent is in receipt of an equity commitment letter from Parent’s two members (Fundamental Partners III, LP and Fundamental Partners IV, LP), providing for equity financing in connection with the Merger in an aggregate amount not to exceed $161.75 million. The Company is a third party beneficiary of the rights granted to Parent under the equity commitment letter for the sole purpose of specifically enforcing the obligation of each investor thereunder to fund, or cause the funding of, its commitment in compliance with the equity commitment letter.

The equity commitments contemplated by the equity commitment letter may be reduced by Parent to the extent (but only to the extent) that Parent does not require the full amount of the commitments in order to fund the Merger Consideration in accordance with the Merger Agreement.

The Merger Agreement does not contain a financing condition. For more information, see “The Merger Agreement—Financing Cooperation” and “The Merger Agreement—Conditions to the Merger.”

The Merger Agreement (Page 56)

Treatment of Common Stock and Deferred Shares of Common Stock (Page 58)

At the Effective Time, each outstanding share of our common stock (other than any Cancelled Shares (as described below) and any Dissenting Shares) and each deferred share of common stock reserved for the account of any Company director will be converted automatically into and will represent the right to receive $27.77 in cash per share, without interest, subject to any applicable withholding tax (we refer to such amount as the “Merger Consideration”).

Treatment of Merger Sub Interests (Page 58)

At the Effective Time, each limited liability company interest of Merger Sub issued and outstanding immediately prior to the Effective Time will remain issued and outstanding from and after the Effective Time as the limited liability company interests of the Surviving Entity in the Merger.

Restriction on Solicitation of Company Acquisition Proposals (Page 63)

Under the Merger Agreement, from May 24, 2021 (the date of the signing of the Merger Agreement) until 11:59 p.m., New York City time, on July 8, 2021, which we refer to as the Go-Shop Period, we were permitted to initiate, solicit and encourage competing bids and negotiate competing Company Acquisition Proposals (as defined in the section entitled “The Merger Agreement—Restriction on Solicitation of Company Acquisition Proposals— The Go-Shop Period”), subject to certain information and notice rights of Parent.

Under the terms of the Merger Agreement, from 12:00 a.m., New York City time, on July 8, 2021, which we refer to as the No-Shop Period Start Date, until the valid termination of the Merger Agreement or the Effective Time, except with respect to any Excluded Party (as defined in the section entitled “The Merger Agreement—Termination Fees”) or as permitted by certain exceptions described below, we and our subsidiaries are subject to restrictions on our ability to solicit any Company Acquisition Proposals, including, among others, restrictions on our ability to furnish to any third parties any non-public information in connection with any Company Acquisition Proposal, or engage in any discussions or negotiations regarding any Company Acquisition Proposal, or propose or agree to do any of the foregoing. Subject to the terms of the Merger Agreement, we or our subsidiaries may furnish non-public information to, and engage in discussions or negotiations with, a third party if we receive an unsolicited written bona fide company acquisition proposal from such third party after the date of the Merger Agreement and that did not result from our material breach of our obligations described in the section entitled “The Merger Agreement—Restriction on Solicitation of Company Acquisition Proposals,” and our Board determines in good faith, after consultation with its independent financial advisors and outside legal counsel, that such Company Acquisition Proposal constitutes or could reasonably be expected to lead to a Company Superior Proposal (as defined in the section entitled “The Merger Agreement—Restriction on Solicitation of Company Acquisition Proposals”). Under certain circumstances and after following certain procedures and adhering to certain restrictions, we are permitted to terminate the Merger Agreement if our Board approves, and concurrently with the termination of the Merger Agreement, we enter into, a definitive agreement providing for the implementation of a Company Superior Proposal (subject to payment of the Company termination fee (as described below)).

Obligation of the Board of Directors with Respect to its Recommendation (Page 65)

The Board is required to recommend that the Company stockholders adopt the Merger Agreement and not change its recommendation or recommend other transactions. However, at any time prior to the receipt of the Company stockholder approval, the Board or the Transaction Committee may change its recommendation in favor of the Merger if a competing proposal that did not result from a breach of the non-solicitation provisions described above is made to the Company by a third party and the Board or the Transaction Committee determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, that such competing proposal constitutes or could reasonably be expected to lead to a Company Superior Proposal (as described in the section entitled “The Merger Agreement —Restriction on Solicitation of Company Acquisition Proposals”) and that failure to take such action would be reasonably expected to be inconsistent with the fiduciary duties of the Board under applicable law. The Company is required to notify Parent of such determination, and Parent has four business days to match such Company Superior Proposal. If Parent does not match, prior to the stockholder meeting, the Company can terminate the Merger Agreement to accept the Company Superior Proposal and pay Parent the Company termination fee (as described below).

The Board may also change its recommendation in response to certain other limited intervening events, as described in the section entitled “The Merger Agreement—Obligation of the Board of Directors to its Recommendation.”

Conditions to the Merger (Page 69)

Completion of the Merger depends upon the satisfaction or waiver of a number of conditions, including, among others, that:

the Merger and the other transactions contemplated by the Merger Agreement must be approved by the affirmative vote of the holders of a majority of the outstanding common stock entitled to vote thereon;

each waiting period applicable to the Merger and the other transactions contemplated by the Merger Agreement under the HSR Act, will have expired or been earlier terminated;

no governmental entity of competent jurisdiction has enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Merger illegal or otherwise restricting, preventing or prohibiting the consummation of the Merger;

our and Parent’s and Merger Sub’s respective representations and warranties in the Merger Agreement must be true and correct in the manner described under the section entitled “The Merger Agreement—Conditions to the Merger”;

we and Parent and Merger Sub have in all material respects performed all obligations and complied with all covenants required by the Merger Agreement to be performed or complied with by us, Parent or Merger Sub, as applicable, at or prior to the closing of the Merger;

each of the parties to the Assignment and Assumption Agreement and Termination Agreement (both as described below under “—Other Agreements Related to the Merger”) will have partially in all material respects and partially in all respects, as applicable, performed their obligations pursuant to the Assignment and Assumption Agreement and Termination Agreement; and

we will have completed the subsidiary conversions contemplated by the Merger Agreement.

Termination of the Merger Agreement (Page 70)

Termination by either the Company or Parent

The Company and Parent may terminate the Merger Agreement by mutual written consent at any time before the completion of the Merger, whether prior to or after receipt of the Company stockholder approval. In addition, either the Company or Parent may terminate the Merger Agreement if:

•	any governmental entity shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger, and such order is final and nonappealable, subject to certain exceptions;

•	the Merger has not been completed by February 24, 2022 (the “End Date”), provided that this termination right is not available to a party whose failure to perform any of its obligations under the Merger Agreement has been the primary cause of the failure of the Merger to be consummated by the End Date; or

•	if the Company stockholder approval has not been obtained at the special meeting of the Company’s stockholders (after taking into account any adjournment or postponement of such special meeting).

Termination by the Company

The Company may terminate the Merger Agreement:

•

prior to obtaining the requisite stockholder approval to approve the Merger and the other transactions contemplated by the Merger Agreement, in order to enter into a definitive written agreement with respect to a Company Superior Proposal in accordance with the requirements described above under “—Obligation of the Board of Directors with Respect to Its Recommendation,” provided that such termination will not be effective until the Company has paid the termination fee (as described below); or

•

if there is a material breach of any representation, warranty, covenant or agreement on the part of Parent or the Merger Sub, or if any Event (as defined in “—Representations and Warranties”) has occurred, such that the conditions to the obligations of the Company to effect the Merger would be incapable of fulfillment and the breach or Event is incapable of being cured, or is not cured, within the earlier of (i) 30 days following written notice of the breach or with respect to which an Event is alleged to have occurred or (ii) the End Date.

Termination by Parent

Parent may terminate the Merger Agreement:

•	if prior to obtaining the requisite Company stockholder approval to approve the Merger and the other transactions contemplated by the Merger Agreement, a Company Change of Recommendation has occurred; or

•

if there is a material breach of any representation, warranty, covenant or agreement on the part of the Company, or if any Event has occurred, such that the conditions to the obligations of Parent or the Merger Sub to effect the Merger would be incapable of fulfillment and the breach or Event is incapable of being cured, or is not cured, within the earlier of (i) 30 days following written notice of the breach or with respect to which an Event is alleged to have occurred or (ii) the End Date.

Termination Fee Payable by the Company (Page 71)

The Company has agreed to pay Parent a termination fee of $4.85 million as directed by Parent if:

•	Parent terminates the Merger Agreement pursuant to the provision described in the first bullet point under “—Termination of the Merger Agreement—Termination by Parent”;

•

SEC Form DEFM14A filed by MMA Capital Holdings, Inc.