Govt Commentary
“It is a pivotal second for NorthStar, marking the biggest financing in our historical past. This Credit score Facility strengthens our stability sheet and straight helps our capability to scale operations and drive the enterprise in the direction of profitability with a single-minded focus,” stated Michael Moskowitz, Chair and CEO of NorthStar. “We’re grateful to Seashore Level Capital Administration for his or her belief in our technique and imaginative and prescient. We’re additionally grateful for Playtech’s steadfast partnership which was instrumental in securing this funding, reinforcing their worth each strategically and as a know-how supplier.”
“Seashore Level has deep expertise investing throughout the gaming sector and is worked up to accomplice with NorthStar to help their strategic initiatives. The net gaming sector has been rising quickly, and this funding displays our confidence within the Firm’s management, market potential, and talent to ship long-term sustainable development. Likewise, we worth the partnership with Playtech, who’re contributing their main know-how, international attain, and strategic imaginative and prescient in the direction of NorthStar’s continued success,” stated Gabriel Fineberg, Managing Director at Seashore Level.
Function of the Credit score Facility
The aim of the Credit score Facility is to help NorthStar’s continued development by considerably strengthening the Firm’s stability sheet. The Firm will use the proceeds of loans made pursuant to the Credit score Facility: (i) to repay the mixture $9.5 million CAD principal quantity (plus accrued curiosity) loaned to the Firm by Playtech pursuant to unsecured, interest-bearing promissory notes dated April 25, 2024, September 13, 2024 and December 16, 2024; (ii) to fund an curiosity reserve account in respect of the Credit score Facility in an quantity equal to $7,000,000 CAD; (iii) for working capital and normal company functions; and (iv) to pay transaction prices in reference to the Credit score Facility.
Key Phrases of the Credit score Facility
- Mortgage Quantity: $43.4 million CAD
- Curiosity Fee: SOFR + 9.35%, with a SOFR ground of 4.40%
- Maturity Date: January 24, 2030
- Amortization: Fee deferral for the primary 30 months, adopted by 2.5% each year of the principal quantity till the 42nd month ending after the deadline (paid quarterly), and, thereafter, 5% each year till the Maturity Date (paid quarterly).
The Credit score Facility is secured by a first-priority lien on considerably all the belongings of NorthStar and its wholly-owned subsidiaries (the “NorthStar Guarantors”). The NorthStar Guarantors have supplied a assure of the obligations of the Firm below the Credit score Settlement and the opposite mortgage paperwork.
A duplicate of the Credit score Settlement can be obtainable on NorthStar’s SEDAR+ profile at www.sedarplus.ca.
Credit score Assist from Playtech
Along with the assure by the NorthStar Guarantors, it’s also a requirement of the Credit score Settlement that Playtech, along with sure of its associates (the “Playtech Guarantors”) assure the obligations of the Firm below the Credit score Settlement and the opposite mortgage paperwork (the “Playtech Assure”). In consideration of the Playtech Guarantors offering the Playtech Assure, and topic to receipt of all required regulatory approvals (together with last approval of the TSX Enterprise Trade), NorthStar has issued to Playtech 32,735,295 frequent share buy warrants (“Bonus Warrants”), exercisable at a value of $0.055 CAD per share, reflecting an roughly 8.70% premium to the five-day volume-weighted common value of the frequent shares of the Firm on January 24, 2025. The Bonus Warrants can be topic to a buying and selling maintain interval expiring 4 months from the date of challenge below relevant securities legal guidelines. The Bonus Warrants expire on January 24, 2030 and are non-transferable. In accordance with the insurance policies of the TSX Enterprise Trade, if at any time the excellent principal quantity below the Credit score Facility is decreased or repaid in the course of the first 12 months of the time period of the Credit score Facility, the expiry date in respect of a professional rata variety of the whole Bonus Warrants can be accelerated to the later of: (a) one 12 months from the date of issuance of the Bonus Warrants; and (b) 30 days from such discount or compensation of the Credit score Facility.
Playtech is an insider of the Firm and the issuance of the Bonus Warrants in reference to the availability of the Playtech Assure can be thought of a “associated social gathering transaction” below Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101”). The Firm intends to depend on the exemptions set forth in sections 5.5(b) and 5.7(a) of MI 61-101 from the valuation and minority shareholder approval necessities of MI 61-101 in respect of the issuance of the Bonus Warrants in reference to the availability of the Playtech Assure, because the Firm is just not listed on one of many specified markets in part 5.5(b) of MI 61-101 and the mixture honest market worth of the Bonus Warrants can be lower than 25% of the Firm’s market capitalization.
A cloth change report in respect of, inter alia, the issuance of the Bonus Warrants to Playtech in reference to the availability of the Playtech Assure can be filed in accordance with MI 61-101. Such materials change report was not filed a minimum of 21 days earlier than the issuance of the Bonus Warrants to Playtech in reference to the availability of the Playtech Assure because the Firm needed to shut and implement these preparations on an expedited foundation for sound enterprise causes.
Advisors
NorthStar want to specific its gratitude to the advisory groups that facilitated this profitable transaction. The Firm was co-advised by XST Capital Group LLC and Roselli Advisory LLC, who supplied monetary advisory companies to NorthStar, and Norton Rose Fulbright Canada LLP, who acted as authorized counsel to NorthStar.
Kirkland & Ellis LLP and Goodmans LLP acted as authorized counsels to Seashore Level.
About NorthStar
NorthStar proudly owns and operates NorthStar Bets, a Canadian-born on line casino and sportsbook platform that delivers a premium, distinctly native gaming expertise. Designed with high-stakes gamers in thoughts, NorthStar Bets On line casino gives a curated number of the most well-liked video games, guaranteeing an elevated person expertise. Our sportsbook stands out with its unique Sports activities Insights function, seamlessly integrating betting steering, stats, and scores, all tailor-made to satisfy the expectations of a premium viewers.
As a Canadian firm, NorthStar is uniquely positioned to cater to clients who search a high-quality product and an distinctive stage of personalised service, setting a brand new normal within the business. NorthStar is dedicated to working on the highest stage of accountable gaming requirements.
NorthStar is listed in Canada on the Toronto Inventory Enterprise Trade below the image BET and in america on the OTCQB below the image NSBBF. For extra info on the corporate, please go to: www.northstargaming.ca
About Seashore Level
Seashore Level is a multi-strategy funding supervisor making credit score, personal fairness, actual property and structured product investments. As of December 31, 2024, Seashore Level manages roughly $19 billion in AUM on behalf of a predominantly institutional shopper base. Headquartered in Santa Monica, CA, Seashore Level additionally has workplaces in New York, London and Dublin. For extra info, go to https://beachpoint.capital.
No inventory trade, securities fee or different regulatory authority has accredited or disapproved the knowledge contained herein. Neither the TSX Enterprise Trade nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Trade) accepts duty for the adequacy or accuracy of this press launch.
Cautionary Observe Relating to Ahead-Wanting Info and Statements
This communication incorporates “forward-looking info” inside the that means of relevant securities legal guidelines in Canada (“forward-looking statements”), together with with out limitation, statements with respect to the next: the anticipated advantages of the Credit score Facility, using proceeds of the Credit score Facility, the power of the Firm to carry out its obligations below the Credit score Facility, and future worth to be delivered on account of the Credit score Facility and the Firm’s capability to proceed as a going concern (whether or not or not the Credit score Facility is offered within the short- and long-term). The foregoing is supplied for the aim of presenting details about administration’s present expectations and plans regarding the longer term and permitting traders and others to get a greater understanding of the Firm’s anticipated monetary place, outcomes of operations, and working atmosphere. Typically, however not all the time, forward-looking statements could be recognized by means of phrases comparable to “plans”, “expects”, “is predicted”, “price range”, “scheduled”, “estimates”, “continues”, “forecasts”, “initiatives”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such phrases and phrases, or state that sure actions, occasions or outcomes “could”, “might”, “would”, “ought to”, “may” or “will” be taken, happen or be achieved. This info entails recognized and unknown dangers, uncertainties and different elements which will trigger precise outcomes or occasions to vary materially from these anticipated in such forward-looking statements. This forward-looking info is predicated on administration’s opinions, estimates and assumptions that, whereas thought of by NorthStar to be applicable and cheap as of the date of this press launch, are topic to recognized and unknown dangers, uncertainties, assumptions and different elements which will trigger the precise outcomes, ranges of exercise, efficiency, or achievements to be materially completely different from these expressed or implied by such forward- wanting info. Such elements embrace, amongst others, the next: dangers associated to the Firm’s enterprise and monetary place; dangers related to normal financial circumstances; antagonistic business dangers; future legislative and regulatory developments; the power of the Firm to implement its enterprise methods; and people elements mentioned in larger element below the “Danger Elements” part of the Firm’s most up-to-date annual info kind, which is offered below NorthStar’s profile on SEDAR+ at www.sedarplus.com. Many of those dangers are past the Firm’s management.
If any of those dangers or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking info show incorrect, precise outcomes or future occasions may differ materially from these anticipated within the forward-looking statements. Though the Firm has tried to establish necessary danger elements that would trigger precise outcomes to vary materially from these contained within the forward-looking statements, there could also be different danger elements not presently recognized to the Firm or that the Firm presently believes aren’t materials that would additionally trigger precise outcomes or future occasions to vary materially from these expressed in such forward-looking statements. There could be no assurance that such info will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such info. No forward-looking assertion is a assure of future outcomes. Accordingly, you shouldn’t place undue reliance on forward-looking info, which speaks solely as of the date made. The forward-looking info contained on this press launch represents NorthStar’s expectations as of the date specified herein, and are topic to vary after such date. Nonetheless, the Firm disclaims any intention or obligation or endeavor to replace or revise any forward-looking info whether or not on account of new info, future occasions or in any other case, besides as required below relevant securities legal guidelines.
All the forward-looking info contained on this press launch is expressly certified by the foregoing cautionary statements.
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