LONDON – Eckoh PLC, a global provider of secure payment products and customer contact solutions, has entered into a senior facilities agreement to finance its acquisition by Eagle UK Bidco Limited (“Bidco”), an indirect, wholly-owned subsidiary of funds managed by Bridgepoint Advisers II Limited. This development follows the announcement on October 30, 2024, of an agreement on the terms of the recommended cash acquisition.
The senior facilities agreement, replacing the interim facilities, was established with lenders including LGT Private Debt (UK) Limited. It consists of a £57.5 million term loan and a multi-currency £27.5 million capex and acquisition term loan facility. The agreement outlines a seven-year repayment period from the first utilization date, proposed to be January 27, 2025.
The acquisition process advanced significantly after Eckoh shareholders approved the scheme of arrangement at a court meeting and a general meeting, both held on January 6, 2025. The court-sanctioned scheme under Part 26 of the Companies Act 2006 is set to be reviewed at the Sanction Hearing scheduled for January 16, 2025, with the anticipation of the scheme becoming effective on or about January 20, 2025.
Key terms of the senior facilities agreement include a starting interest rate margin of 5.75% per annum on the loans, subject to adjustments based on the net leverage ratio. The agreement also entails customary representations, warranties, and undertakings, along with events of default provisions typical for such financial arrangements.
The successful implementation of the acquisition is subject to the satisfaction or waiver of remaining conditions outlined in the scheme document. Once effective, a further announcement will be made to shareholders.
This financial update is based on a press release statement and provides Eckoh shareholders and the investment community with the latest details on the financing of the acquisition by Bidco. The acquisition is a significant step for both entities, with the process being closely monitored by legal advisors Cleary Gottlieb Steen & Hamilton LLP for Bidco and Bridgepoint, and Mills & Reeve LLP for Eckoh.
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