1st Jun 2015 08:56
LONDON (Alliance News) - Optimal Payments PLC Monday said several of the conditions it needed to meet in order to complete the reverse takeover of Skrill Group have now been completed and the lead arrangers on its debt syndication as part of its acquisition funding intend to flex the terms of the facilities.
The payments company had announced in March that it was buying London-based peer Skrill from private equity company CVC Capital Partners and investment manager Investcorp Technology Partners for EUR720 million in cash and 37.5 million new Optimal shares - an enterprise value of EUR1.1 billion. After completing the deal, AIM-listed Optimal wants to move to the London Main Market and to seek a place in the FTSE 250 index.
On Monday, Optimal said the deal has now been approved by US regulators and it expects to get a decision of its change of controller application to the UK regulator by the end of July. The deal was approved by Optimal's own shareholders in April. The deal will complete shortly after it gets the approval from the UK's Financial Conduct Authority.
Optimal is funding the deal with existing cash, new credit facilities of EUR500 million provided by Bank of Montreal, Barclays Bank PLC and Deutsche Bank Luxembourg SA, and a GBP451 million rights issue under which shareholders were given the right to buy five new shares priced at 166 pence per share for every three they already owned, resulting in the issuance of 217.9 million new shares.
On Monday, the company said that as part of the ongoing debt syndication process of the EUR500 million credit facilities underwritten by Bank of Montreal, Barclays and Deutsche Bank Luxembourg, the banks have agreed to flex the terms of the facilities.
That means facility A will be reduced to about EUR280 million from EUR500 million and will continue to amortise over five years, and a new facility B of about EUR220 million will be created that will be repaid in full in seven years.
The initial margin on facility A will be amended to 3.0% a year, falling to 2.75% a year when adjusted leverage is equal to or less than 3.00:1. The initial margin on facility B will be about 4.0% a year, falling to 3.75% a year when adjusted leverage is equal to or less than 3.00:1. The key covenants and terms of the revolving loan facility remain the same.
Optimal Payments shares were down 0.5% at 279.50 pence Monday morning.
By Steve McGrath; [email protected]; @stevemcgrath1
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