Converge Announces $500 Million Global Revolving Credit Facility and TSX Normal Course Issuer Bid
TORONTO and GATINEAU, Québec, July 28, 2022 (GLOBE NEWSWIRE) — Converge Technology Solutions Corp. (“Converge” or “the Company”) (TSX:CTS) (FSE:0ZB) (OTCQX:CTSDF), a software-enabled IT & Cloud Solutions provider, is pleased to announce it has refinanced its existing $300 million ABL credit facility with a new five-year $500 million global revolving credit facility (the “Global Credit Facility”) led by J.P. Morgan and Canadian Imperial Bank of Commerce as joint lead arrangers, with the Bank of Nova Scotia, the Toronto-Dominion Bank, and the Bank of Montreal participating in the lender group.
The Global Credit Facility also includes an uncommitted accordion feature of $100 million, for a total borrowing capacity of up to $600 million. It will allow the Company to borrow in certain foreign currencies to fund Converge’s ongoing expansion globally, and the cost of borrowing and flexibility will be more favorable than the current ABL. Generally, for U.S. dollar borrowings under the credit facility, the applicable interest rate will be based on SOFR rate plus applicable margin of 1.25% to 2.25%.
“We are pleased to have completed this financing, which strengthens our liquidity position and supports our disciplined acquisition strategy in North America and Europe,” stated Shaun Maine, CEO of Converge. “We are well positioned to continue creating value for our shareholders through organic and inorganic growth and strategic capital deployment. This credit facility increase also signifies the support of our banking partners to execute our growth plans.”
Additionally, the Company has filed a Notice of Intention to Make a Normal Course Issuer Bid (the “NCIB”) with the Toronto Stock Exchange (the “TSX”), the implementation of which remains subject to TSX approval. Pursuant to the proposed NCIB, Converge proposes to purchase for cancellation up to an aggregate number of the Company’s common shares (the “Common Shares”) equal to 5% of the issued and outstanding Common Shares as at the date of acceptance by the TSX of the notice of the NCIB. The Company intends to commence the NCIB on August 11, 2022 and the NCIB will terminate one year after its commencement, or earlier if the maximum number of Common Shares under the NCIB have been purchased.
Purchases of Common Shares under the NCIB will be made on the open market through the facilities of the TSX and/or permitted alternative Canadian trading systems. The price paid for the Common Shares will be at prevailing market prices in accordance with the applicable rules and policies of the TSX and applicable securities laws. All Common Shares acquired by the Company under the NCIB will be cancelled.
The Company also intends to enter into an automatic purchase plan agreement with a broker (the “Agreement”) upon commencement of the NCIB to allow for purchases of Common Shares during certain pre-determined blackout periods when the Company ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise.
The Company and its Board of Directors believes that, from time to time, the market prices of the Common Shares may not fully reflect the underlying value of the Company’s business and its future business prospects and accordingly, the NCIB will be in the best interests of the Company and constitutes a desirable use of its funds.
Converge Technology Solutions Corp. is a software-enabled IT & Cloud Solutions provider focused on delivering industry-leading solutions and services. Converge’s global solution approach delivers advanced analytics, application modernization, cloud, cybersecurity, digital infrastructure, and digital workplace offerings to clients across various industries. The Company supports these solutions with advisory, implementation, and managed services expertise across all major IT vendors in the marketplace. This multi-faceted approach enables Converge to address the unique business and technology requirements for all clients in the public and private sectors. For more information, visit convergetp.com.
For further information contact:
Converge Technology Solutions Corp.
Email: [email protected]
Certain information contained in this press release may constitute forward-looking information under applicable securities laws, including statements related to the Company’s NCIB, the timing and amount of potential purchases and the cancellation of Common Shares under the NCIB, the entering into of the Agreement, the Company’s belief that repurchasing shares is an appropriate use of available funds and other statements that are not historical facts. Forward-looking statements are necessarily based upon various assumptions that, while the Company considers reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Except as required by law, Converge assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change. The reader is cautioned not to place undue reliance on forward-looking statements.
For a detailed description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s filings available on SEDAR under the Company’s profile at www.sedar.com including its most recent Annual Information Form, its Management Discussion and Analysis and its Annual and Quarterly Financial Statements.
The TSX has not reviewed the information provided under this press release and does not accept responsibility for the adequacy or accuracy of this release.