WeCommerce closed its previously announced acquisition of substantially all of the assets of Stamped for up to $110 million.
Immediately prior to the closing of the acquisition, WeCommerce entered into a credit agreement with a syndicate of lenders led by JPMorgan Chase. The credit facilities consist of a $20 million senior revolving credit facility, a $40 million senior term loan and a $20 million senior delayed draw term loan.
All obligations of WeCommerce under the credit facilities are guaranteed by its material wholly-owned subsidiaries, including its subsidiary that acquired the assets of Stamped, (the guarantors) and secured by a security interest in the assets of WeCommerce and the guarantors and WeCommerce’s equity interests in the guarantors. The credit agreement contains certain customary financial and non-financial covenants. The credit facilities will mature on April 6, 2026.
In addition to financing the acquisition, WeCommerce plans to use the proceeds of the credit facilities to finance working capital needs and future acquisitions and for general corporate purposes.
Prior to borrowing under the credit facilities, WeCommerce used cash on hand to fully repay the existing indebtedness of one of its subsidiaries, Pixel Union Design, in the amount of approximately C$11.4 million ($9.06 million).
On closing of the acquisition, WeCommerce paid Stamped upfront consideration of $75 million in cash and $10 million through the issuance of 496,697 Class A common shares of WeCommerce at a price of C$25.43 ($20.20). The upfront cash portion of the consideration was funded with approximately $35 million of cash on hand and approximately $40 million of borrowings under the company’s credit facilities led by JPMorgan Chase.
In addition to the upfront consideration of $85 million, WeCommerce may be required to pay Stamped a further $25 million (the contingent consideration) in Q1/22 if, among other things, Stamped achieves a minimum revenue target in 2021 of $10 million. If payable, the contingent consideration will be satisfied, at WeCommerce’s sole discretion, in either cash, the issuance of common shares to Stamped, or a combination thereof.
Stamped offers a suite of software to enable Shopify merchants to collect and feature customer reviews and product ratings, and to create their own loyalty and rewards programs.
