KORE Group Holdings, a global Internet of Things (IoT) hyperscaler and provider of IoT connectivity, solutions and analytics, completed transactions to refinance its approximately $300 million term loan with the issuance of a new $185 million five-year term loan from Whitehorse Capital and a $150 million strategic investment from funds advised by Searchlight Capital Partners. As part of the transaction, Searchlight has appointed two members to the company’s board of directors.
These transactions:
- Reduce KORE’s debt by almost $120 million
- Extend KORE’s debt maturity, with no material debt maturities until the second half of 2028
- Reduce cash interest expenses by approximately $14 million per year, positioning KORE to be free cash flow positive
- Add approximately $15 million in cash to KORE’s balance sheet, providing flexibility to continue pursuing accretive M&A opportunities
- Add two representatives to the board of directors from Searchlight – David Fuller, operating partner and Andrew Frey, partner – who bring deep expertise in the communications and technology sectors.
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Prior to joining Searchlight, Fuller was president of Rogers Wireless and also held a number of executive roles at TELUS Corporation. Frey has invested in the communications, media and technology sectors for the last 20 years, and is currently involved with Searchlight’s investments in Ziply Fiber, Consolidated Communications Holdings and Mitel Networks Corporation
“Over the past several months, we have focused on reducing our debt and strengthening the Company’s balance sheet,” Romil Bahl, president and CEO of KORE, said. “We are pleased to have supportive partners in Whitehorse and Searchlight, who have provided us capital to achieve the company’s objectives. It is an exciting time for KORE, as we have significantly improved our balance sheet by reducing our total debt, extending our debt maturities and, importantly, increasing the company’s ongoing cash generation and cash position, resulting in increased flexibility. These actions, in combination with the involvement of a knowledgeable communications investor in Searchlight, will help KORE capitalize on the many exciting growth opportunities we see in our markets and have greatly enhanced our ability to create long-term shareholder value.”
Searchlight Capital made a $150 million strategic investment in the form of non-convertible preferred stock with a ten-year maturity and 13% per annum dividend rate. Additionally, an affiliate of Searchlight has been issued penny warrants to purchase 11.8 million shares of common stock. Proceeds from the Searchlight investment were used for debt repayment, transaction fees and expenses, resulting in KORE having additional cash for general corporate purposes.
“Searchlight has been looking for the right opportunity to invest in the IoT market, a high-growth segment of communications with increasing strategic importance as 5G networks become more prevalent globally. In KORE, we believe we have found a best-in-class operating business with an experienced management team. KORE has a strong competitive position in IoT and many exciting organic and acquisition-related growth opportunities. We look forward to working with Romil and his team, as well as the company’s board of directors, to drive long-term value creation for all stakeholders,” Andrew Frey, partner at Searchlight, said.
With the closing of the transactions, KORE has reduced its term loan debt from approximately $300 million to $185 million, thereby reducing its first lien leverage ratio from 5.2x to 3.2x trailing twelve months (TTM) Adjusted EBITDA and reducing total debt leverage ratio from 7.3x TTM Adjusted EBITDA to 5.3x. The $185 million, five-year senior secured term loan facility with Whitehorse Capital bears an initial interest rate of the Secured Overnight Financing Rate (SOFR) plus 650 basis points. The term loan agreement allows for a 25-basis point interest rate reduction with every 0.5x reduction in KORE’s first lien leverage ratio up to a maximum rate reduction of 50 basis points. Whitehorse Capital will also hold a $25 million revolving credit facility, which will be undrawn at closing.
“KORE has deleveraged, strengthened its balance sheet, and increased cash flow flexibility,” Bahl said. “KORE is now in a better position from both a financial and growth perspective than at any other time since the company went public over two years ago. Our strengthened balance sheet, 80% recurring revenue, and growing global sales pipeline position KORE for growth and tremendous long-term shareholder value creation over the Decade of IoT.”
TD Cowen acted as exclusive financial advisor to the company in connection with its strategic equity investment. UBS Investment Bank acted as exclusive debt advisor on the term loan refinancing. Kirkland & Ellis acted as legal advisor to the company in connection with the refinancing transactions. Wachtell, Lipton, Rosen & Katz acted as Searchlight’s legal advisor. Paul Hastings acted as Whitehorse’s legal advisor.
