PopReach Corporation entered into a credit agreement for US$33 million in senior secured credit facilities with the Bank of Montreal. The Facilities, once closed, will consist of a US$8 million revolving facility, a US$25 million non-revolving term facility, and an "accordion" option for up to an additional US$15 million acquisition facility on the Term Loan subject to Lender and other typical approvals discussed below ("Acquisition Line") to support the Company's M&A growth strategy. The Term Loan is intended to be used to refinance approximately US$4.7 million outstanding on the Company's existing senior secured credit facility, as well as US$20.3 million of debt that is expected to be assumed by the Company upon completion of the proposed business combination transaction with Federated Foundry.
The Facilities will bear interest at a rate of the Lender's U.S. Base Lending Rate, currently 4.00%, plus an applicable margin. The Facilities will amortize monthly beginning the first full quarter post-closing, with repayments of 55% of the amount drawn over a three year period. Interest on the Facilities will be payable monthly in arrears.
"These Facilities, once funded, will streamline our balance sheet by consolidating debt and significantly lowering our cost of capital as we combine our business with Federated Foundry. It will also add the sizable Acquisition Line that will provide financial flexibility as we execute on our M&A growth strategy," said Christopher Locke, President and Co-Founder of PopReach. "We understood that our post-RTO scale and improved financial profile would result in greater access to capital on better commercial terms, and we are grateful to have a tier one lender in the Bank of Montreal to support the execution of our vision."
"This is an exciting transaction for PopReach and BMO is pleased to have the opportunity to assist the Company with executing on their growth strategy," said Christopher Jackson, Director, Technology & Innovation Banking Group at BMO Financial Group.
The Acquisition Line will allow the Company to request, on 60 days written notice, up to an additional US$15 million on the Term Loan to fund future acquisitions, subject to the Lender's approval, the acquisitions meeting prescribed terms and requirements, and other customary conditions. Prepayments of the Revolver will be permitted without penalty at any time, in whole or in part; prepayments of the Term Loan, in whole or in part, will be permitted without penalty 24 months following close. If the Term Loan is repaid prior to 24 months post-closing, such repayment is subject to a prepayment penalty. The Facilities will be guaranteed by the material subsidiaries of PopReach (including, those to be acquired pursuant to the business combination transaction with Federated Foundry) and secured by a first ranking security interest in favour of the Lender over all of the assets and properties of the Company and the guarantors, subject to customary permitted liens approved by the Lender.
Closing of the Facilities, including funding of the Term Loan, are subject to the completion of the business combination transaction with Federated Foundry, as well as other customary conditions precedent, including the guarantee and security by the material subsidiaries of PopReach (including those to be acquired pursuant to the business combination transaction with Federated Foundry), as well as financial and other covenants.
PopReach, a Tier 1 Issuer on the TSX Venture Exchange, with shares also trading on OTCQX® Best Market, is a free-to-play game publisher focused on acquiring and optimizing proven franchises.