“Insurance Policy” or Legal Minefield?
According to Textor, the November 2022 agreement granted the financiers the right to force him to repurchase their Eagle shares for over $75 million—plus 11% annual interest—if a de-SPAC merger didn’t materialize. The deal, pitched as a harmless “insurance policy,” came with devastating consequences once the merger unraveled.
He asserts he would never have agreed to such terms had he known the defendants’ financial networks were tainted by sanctions—details that allegedly torpedoed any chance of securing required PIPE (Private Investment in Public Equity) financing or reputable underwriters.
“Had I believed the merger was unlikely, I would never have sold the put option for such a low price or accepted such high risk,” the complaint reads.
Cracks in the Foundation: Financing That Never Was
Textor claims that the entire SPAC merger proposal was dependent on several unlikely financial hurdles:
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A $60 million PIPE investment commitment with shares priced at $8.50 or more
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A business combination valuing Eagle at $1.2 billion
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A post-close cash minimum of $175 million required by senior lenders
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Support from a legitimate investment bank sponsor
Instead, he alleges, defendants concealed that sanctions on Knaster and co-investor Edward Eisler rendered them radioactive in financial circles. Both men were linked to sanctioned Russian oligarchs through LetterOne Holdings, a Luxembourg firm backed by restricted individuals.
When Textor raised concerns with UBS, which had acquired Credit Suisse (initial underwriter), he says he was met with firm rejection. UBS allegedly refused to touch the deal due to Knaster’s involvement, with Textor quoting them as saying “no major financial institution would participate”.
