Jacobs Private Equity Ups Stake in SilverSun Technologies

TL;DR

Jacobs Private Equity just filed an amendment for SilverSun Tech - looks like they're increasing their stake. Watch this one.

AI Summary

On April 15, 2024, Jacobs Private Equity II, LLC, led by Bradley S. Jacobs, filed an amendment to its Schedule 13D for SilverSun Technologies, Inc. This filing indicates a change in beneficial ownership, with Jacobs Private Equity II, LLC now holding a significant stake in the company. The filing does not specify the exact number of shares or the percentage of ownership, but it signifies an active interest from a private equity firm in SilverSun Technologies.

Why It Matters

This filing signals increased institutional interest and potential strategic changes for SilverSun Technologies, which could impact its stock price and future direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can precede significant corporate actions, introducing uncertainty and potential volatility.

Key Players & Entities

• Jacobs Private Equity II, LLC (company) — Filing entity
• Bradley S. Jacobs (person) — Principal of filing entity
• SilverSun Technologies, Inc. (company) — Subject company

FAQ

Key Financial Figures

• $0.00001 — ame of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securitie
• $0.0001 — relating to the common stock, par value $0.0001 per share (the " Shares "), of SilverSu
• $1,000,000,000 — ggregate investment by the Investors of $1,000,000,000 in cash in the Company (collectively, t
• $17,400,000 million — o receive an aggregate cash dividend of $17,400,000 million (amended from the $2,500,000 million ca
• $2,500,000 million — f $17,400,000 million (amended from the $2,500,000 million cash dividend contemplated by the Origi

Filing Documents

• ef20026964_sc13da.htm (SC 13D/A) — 89KB
• 0001140361-24-019912.txt ( ) — 91KB

of the Schedule 13D is amended and restated as follows

Item 3 of the Schedule 13D is amended and restated as follows: On December 3, 2023, as previously disclosed, the Company entered into an Investment Agreement (the " Original Investment Agreement ") with Jacobs Private Equity II, LLC (" JPE ") and the other investors party thereto (collectively with JPE, the " Investors "), providing for, among other things, an aggregate investment by the Investors of $1,000,000,000 in cash in the Company (collectively, the " Equity Investment ") and a spin-off of the Company's existing business to its legacy stockholders (the " Spin-Off "). On April 14, 2024, the Company entered into an Amended and Restated Investment Agreement (the " A&R Investment Agreement ") with JPE (on behalf of itself and on behalf of the other Investors) amending and restating the Original Investment Agreement. A description of the A&R Investment Agreement is included in Item 4 of this Schedule 13D, which is incorporated herein by reference. As a condition to the willingness of JPE to enter into the A&R Investment Agreement (as defined below), on April 14 , 2024, Mark Meller, the Sharieve Meller Family Trust and the Mark M. Meller Family Trust (collectively, the " Supporting Stockholders ") entered into a Voting and Support Agreement (the " April Voting and Support Agreement ") with JPE with respect to the Shares beneficially owned by the Supporting Stockholders. As of April 14 , 2024, as represented by the Supporting Stockholders, the Supporting Stockholders collectively beneficially owned 1,893,978 Shares. As described in response to Item 4, the Shares beneficially owned by the Supporting Stockholders have not been purchased by JPE, and thus no funds were used for such purpose. JPE did not pay any monetary consideration to the Supporting Stockholders in connection with the execution and delivery of the April Voting and Support Agreement. However, as a result of entering into the April Voting and Support Agreement, JPE may be deemed to be the beneficia

of the Schedule 13D is hereby supplemented and amended to include the following additional information

Item 4 of the Schedule 13D is hereby supplemented and amended to include the following additional information: The information set forth in Item 3 of the Schedule 13D is incorporated herein by reference. The purpose of the April Voting and Support Agreement is to facilitate the consummation of the transactions contemplated by the A&R Investment Agreement. Pursuant to the A&R Investment Agreement, among other amendments to the Original Investment Agreement, the Spin-Off will not occur, and the Company's existing business will continue to be owned by the Company. The Company's stockholders as of the date that is one day prior to the closing of the Equity Investment will be entitled to receive an aggregate cash dividend of $17,400,000 million (amended from the $2,500,000 million cash dividend contemplated by the Original Investment Agreement), to be paid from proceeds received by the Company from the Equity Investment, and SilverSun's existing operations will be retained. In addition, certain board designation rights of JPE that were contemplated to be included in the Original Investment Agreement will instead be included in amendments to the Company's certificate of incorporation. The other material terms of the other transactions contemplated by the Original Investment Agreement, including the Equity Investment, are not affected by the amendments contained in the A&R Investment Agreement. The transactions contemplated by the A&R Investment Agreement, which have been approved by the Company's board of directors, are subject to approval by the Company's stockholders and other customary closing conditions. -4- Pursuant to the April Voting and Support Agreement, the Supporting Stockholders have agreed, among other things, to vote in favor of the approval of the Equity Investment and the other transactions contemplated by the A&R Investment Agreement, the amendment to the Company's certificate of incorporation contemplated by the A&R Investment Agreement, and any eq

of the Schedule 13D is amended and restated as follows

Item 5 of the Schedule 13D is amended and restated as follows: (a)-(b) As a result of the April Voting and Support Agreement, JPE may be deemed for the purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own 1,893,978 Shares and Mr. Jacobs may be deemed for the purposes of Rule 13d-3 promulgated under the Exchange Act to indirectly beneficially own 1,893,978 Shares. This number of Shares represents, for the purposes of Rule 13d-3, approximately 35.6 % of the outstanding shares of voting stock of the Company based on the Company's representations in the A&R Investment Agreement that there were 5,315,581 Shares issued and outstanding at the close of business on April 14, 2024 . The Reporting Parties disclaim any beneficial ownership of such Shares, and nothing herein shall be deemed to be an admission by the Reporting Parties as to the beneficial ownership of such Shares. Except to the extent that they may be deemed to beneficially own Shares by virtue of the April Voting and Support Agreement, the Reporting Parties do not have the sole or shared power to vote or to direct the vote or the sole or shared power to dispose or to direct the disposition of any of the Shares. Except as set forth in this Item 5(a), neither JPE nor Mr. Jacobs beneficially owns any Shares. (c) Except for the execution and delivery of the A&R Investment Agreement and the April Voting and Support Agreement, neither Reporting Party has effected any transaction in the Shares during the past 60 days. (d) Except for the A&R Investment Agreement and the April Voting and Support Agreement and the transactions contemplated by those agreements, neither Reporting Party has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares. (e) Not applicable. Item 7. MATERIAL TO BE FILED AS EXHIBITS -5- Exhibit Description 99.1 Joint Filing Agreement* 99.2 Investment Agreement, dated December 3, 2023, by and am

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. JACOBS PRIVATE EQUITY II, LLC Date: April 15, 2024 By: /s/ Bradley S. Jacobs Name: Bradley S. Jacobs Title: Managing Member Date: April 15, 2024 By: /s/ Bradley S. Jacobs Name: Bradley S. Jacobs -7-

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View this SC 13D/A filing on SEC EDGAR