(Toronto: January 29, 2020) Seven Aces Limited (the "Corporation") (TSXV: ACES) is pleased to announce that Lucky Bucks, LLC ("Lucky Bucks"), the Corporation's 70% owned subsidiary, has entered into a definitive credit facility agreement with a syndicate of lenders led by KeyBank National Association (NYSE: KEY) (the "Credit Facility"), pursuant to which Lucky Bucks is entitled to borrow up to an aggregate of US$165 million. KeyBank National Association and KeyBanc Capital Markets Inc. (together, "KeyBank") are acting as a joint lead arranger and a joint bookrunner, and as administrative agent and collateral agent under the Credit Facility. The proceeds of the Credit Facility will be used to finance the acquisition of gaming contracts and associated skill-based digital gaming terminals from Shivbhakti, Inc. ("Game Vendor"), refinance Lucky Bucks' existing indebtedness, fund certain fees and expenses associated with the closing of the Credit Facility and the related transactions, finance additional acquisitions, investments and capital expenditures from time to time, fund working capital, and fund other general corporate purposes of Lucky Bucks. Lucky Bucks entry into the Credit Facility would have resulted in an estimated interest expense savings of approximately US$4 million based on Lucky Bucks' trailing twelve months from September 30, 2019.
"This announcement reflects the recognition of the maturity of the Georgia coin-operated amusement machine market, and the risk profile of our business. This credit facility provides interest expense savings and an unmatched flexibility to execute on our acquisition pipeline", said Manu K. Sekhri, Chief Executive Officer of the Corporation.Credit Facility Details
The Credit Facility is comprised of a revolving credit facility in an aggregate principal committed amount of US$50,000,000, an initial term loan facility in an aggregate principal funded amount of US$100,000,000, and a delayed draw term loan facility in an aggregate principal committed amount of US$15,000,000.
The Credit Facility will be available to Lucky Bucks on agreed upon terms including the following:
• The interest rate under the Credit Facility is LIBOR plus a margin between 2.0% and 2.75% (or a base rate equivalent) based on Lucky Bucks' total leverage ratio. The total interest rate at close will be approximately 4.5%. The Credit Facility reduces Lucky Bucks' effective financing interest rate from approximately 9-10% to approximately 4.5% (subject to LIBOR fluctuation).
• The acquisition of Game Vendor closed simultaneously with the initial borrowing under the Credit Facility.
• The Credit Facility will be available immediately upon closing.
• The maturity date of the Credit Facility is 5 years after closing.
• The Credit Facility is secured by substantially all of the assets of Lucky Bucks and a pledge of the equity interests in Lucky Bucks made by its immediate parent company, and is to be guaranteed by any of Lucky Bucks' future subsidiaries.
Lucky Bucks' ability to draw on the Credit Facility is subject to borrowing covenants and conditions precedent typical of a credit facility of this nature. Lucky Bucks will pay KeyBank an arrangement fee, an upfront fee (a portion of which will be paid to the other lenders), and an annual administration fee, all of which are typical of these arrangements.Acquisition of Additional Gaming Contracts
The Corporation also announces that Lucky Bucks has completed the acquisition of 160 gaming contracts and associated skill-based digital gaming terminals from Game Vendor (the "Acquisition"), initially announced in the Corporation's press release dated December 20, 2019. The purchase price for the Acquisition was US$32.5 million on closing, with potential additional payments that could result in the aggregate consideration payable increasing to a range of US$36 million to US$38 million (as currently best estimated by Lucky Bucks) in the event of the satisfaction of certain conditions related to post-closing revenue generation. Any such post-closing payments, if made, would be payable by Lucky Bucks on or before the date that is 12 months from the closing date.About Seven Aces Limited
Seven Aces Limited is a gaming company, with a vision of building a diversified portfolio of world class gaming operations. The Company looks to enhance shareholder value by growing organically and through acquisitions. Currently, the Company is the largest route operator of skill-based gaming machines in the State of Georgia, United States of America.
More information on ACES is available at www.sevenaces.com.
|For further information please contact Seven Aces:
Chief Executive Officer, Director
Tel. (416) 477-3414
Tel. (416) 477-3411
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This release contains certain information which, as presented, constitutes “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information involves statements that relate to future events and often addresses expected future business and financial performance, containing words such as “expect” and “intend”, statements that an action or event “may” or “will” be taken or occur, or other similar expressions. These statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Corporation to control or predict, and which may cause Quantum’s actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, risks related to the inability by Quantum to complete the Acquisition, as well as other factors discussed in the Corporation’s annual information form dated July 23, 2015, (the “Annual Information Form”) which is available on SEDAR under Quantum’s profile at www.sedar.com. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the Annual Information Form, and as otherwise disclosed from time to time on SEDAR under Quantum’s profile at www.sedar.com.
Unless otherwise specified in this release, information contained in this release is current as of the date of this release. Unless otherwise specified, all dollar amounts herein refer to Canadian dollars. The Corporation undertakes no obligation to update forward-looking statements except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.