Sunlight and Apollo-Affiliated Spartan Acquisition Corp. II (NYSE: SPRQ) Enter Into Business Combination Agreement

Sunlight Financial LLC ("Sunlight"), a premier U.S. residential solar financing platform, and Spartan Acquisition Corp. II (NYSE: SPRQ) ("Spartan"), a publicly-traded special purpose acquisition company sponsored by funds managed by an affiliate of Apollo Global Management, Inc. (NYSE: APO) (together with its consolidated subsidiaries, "Apollo"), announced that they have entered into a definitive agreement for a business combination that will result in Sunlight becoming a publicly listed company.

Upon closing of the transaction, the combined public company will be named Sunlight Financial Holdings Inc. Sunlight Financial LLC will be the new public holding company's sole operating subsidiary and Sunlight's existing management team will continue to lead the business.

Sunlight Overview

Sunlight is a B2B2C fintech platform that provides residential solar contractors with seamless point-of-sale ("POS") financing capabilities and delivers unique, attractive assets to capital providers. Through its proprietary technology and deep contractor network, Sunlight offers instant credit decisions and affordable solar loans to homeowners nationwide. Sunlight prides itself on creating value for all constituents it serves - solar contractors, capital providers, and consumers.

Residential solar is a multibillion-dollar market at the forefront of the fast-growing clean energy industry. To date, Sunlight has funded over $3.5 billion of loans through its proprietary platform. Sunlight's best-in-class underwriting has delivered the industry's strongest-performing residential solar loans to its funding partners. As a tech-enabled solar financing provider, Sunlight is committed to strong environmental, social and governance ("ESG") principles. Sunlight has arranged financing for more than an estimated 100,000 residential solar systems, which will produce over 500 megawatts of solar-generated electricity and avoid more than 10 million metric tons of carbon dioxide emissions.

Sunlight's existing investors include Tiger Infrastructure Partners, FTV Capital, and founder Hudson Sustainable Group.

Sunlight Highlights

 ·         Leading POS platform through which over $3.5 billion of loans have been originated in the rapidly growing residential solar market

 ·         Proprietary, scalable and highly-rated Orange technology platform provides more than 14,000+ users a seamless experience, with instant credit decision making and automated loan underwriting, processing and funding

 ·         Diversified mix of more than 800 solar and home improvement contractors, including national, regional and local installers and contractors

 ·         Industry-leading credit quality and loan performance with industry-low credit losses

 ·         Broad and diverse network of capital providers that have consistently extended and upsized their commitments

 ·         Profitable - strong free cash flow, strong operating leverage and expanding margins

 ·         Robust risk management and compliance underpin stellar portfolio performance for premier capital providers

 ·         Strong management team with expertise in specialty finance, fintech and renewable energy

Transaction Highlights

The business combination reflects an estimated implied pro forma equity value at closing of $1.3 billion. In connection with the transaction, investors led by Chamath Palihapitiya, Coatue, funds and accounts managed by BlackRock, Franklin Templeton and accounts advised by Neuberger Berman Investment Advisers LLC have committed to invest $250 million in a private purchase of Spartan's Class A Common Stock at $10.00 per share immediately prior to the closing of the transaction.

Upon the closing of the transaction, existing Sunlight equityholders are expected to own approximately 50% of the combined company, Spartan stockholders are expected to own approximately 26%, and PIPE participants are expected to own approximately 19%. The pro forma board will include nominees from existing Sunlight equityholders Tiger Infrastructure Partners and FTV Capital, nominees from Spartan, and independent directors to be nominated before closing.

The Boards of Directors of each of Spartan and Sunlight have unanimously approved the transaction. The transaction will require the approval of the stockholders of Spartan and equityholders of Sunlight, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the "SEC") in connection with the transaction, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions. The transaction is expected to close in the second quarter of 2021.

Advisors

Citi acted as exclusive financial advisor to Sunlight. Credit Suisse, Citi and Cowen acted as PIPE placement agents to Spartan. Hunton Andrews Kurth LLP acted as the legal advisor to Sunlight, Vinson & Elkins L.L.P. acted as the legal advisor to Spartan, Latham & Watkins LLP acted as the legal advisor to the placement agents, and Gibson Dunn & Crutcher LLP advised a transaction committee of the Board of Directors of Spartan.

Sunlight Financial | www.sunlightfinancial.com

Spartan Acquisition | www.spartanspacii.com

Tiger Infrastructure Partners | www.tigerinfrastructure.com

FTV Capital | www.ftvcapital.com