GuestLogix Inc (TSX: GXI), which earlier in February was granted protection under the Companies’ Creditors Arrangement Act, has received court approval to implement a sale and investment solicitation process. The company has also obtained approval for a US$3 million interim facility from its secured lenders. Based in Toronto, GuestLogix is a provider of merchandising, payment, and business intelligence technology to the passenger travel industry. Last June, it closed a credit agreement of up to $9 million with Canadian growth investors Vistara Capital Partners and Beedie Capital Partners.
GuestLogix Announces Sale and Investment Solicitation Process
TORONTO, ONTARIO–(Marketwired – Feb. 22, 2016) – GuestLogix Inc. (TSX:GXI) (“GuestLogix” or the “Company”) announces that the Ontario Superior Court of Justice (Commercial List) granted (i) on February 12, 2016, an order approving a US$3 million interim facility (the “Interim Facility”) in the context of its previously disclosed Companies’ Creditors Arrangement Act (“CCAA”) proceedings and (ii) on February 19, 2016, an order approving the SISP Procedure (as defined below).
Sale and Investment Solicitation Process
The Company has received court approval for the implementation of a sale and investment solicitation process (the “SISP Procedure”) to be conducted within the CCAA proceedings under the supervision of the Monitor (as defined below). The goal of the SISP Procedure is to generate the highest possible bids for the acquisition of the business or the assets of the Company or a refinancing or recapitalization of the Company. Canaccord Genuity Corp. (“Canaccord”) will act as financial advisor to the Company in connection with the SISP Procedure.
Parties interested in participating in the SISP are advised to review the SISP Procedure, a copy of which can be found on the Monitor’s website at www.pwc.com/ca/guestlogix. All defined terms herein shall have the meanings ascribed to them in the SISP Procedure.
The SISP Procedure describes the manner in which prospective bidders may gain access to or continue to have access to due diligence materials concerning the Company and its assets, the manner in which bidders, letters of interest and bids become Phase 1 Qualified Bidders and Phase 2 Qualified Bidders, Qualified LOIs or Qualified Bids (as each term is defined under the SISP Procedure), respectively, the receipt and negotiations of Qualified Bids received, the ultimate selection of the successful bidder, if any, and the approval thereof by the Company, Canaccord, the Interim Lenders (as defined below), the Monitor and the court. The Monitor will supervise the SISP Procedure.
Phase 1 Qualified Bidders will be required to deliver non-binding letters of interest that meet the SISP Procedure requirements to Canaccord and the Monitor by no later than 5:00 p.m. (Eastern Time) on March 18, 2016.
Phase 2 Qualified Bidders, if they wish to submit a bid, will be required to deliver Qualified Bids to Canaccord and the Monitor by no later than 5:00 p.m. (Eastern Time) on March 31, 2016, or such other date and time as may be agreed to by the Company and Canaccord, with approval of the Monitor and the Interim Lenders. Qualified Bids must, amongst other things, be binding and irrevocable offers to acquire GuestLogix or its assets or business or for the restructuring, reorganization or refinancing of GuestLogix or its business. Qualified Bids cannot be conditional on due diligence or financing, and must include written evidence of a firm, irrevocable commitment for financing or other evidence of ability to consummate the proposed transaction.
Under the CCAA proceedings, it is expected that the Company’s operations will continue uninterrupted in the ordinary course of business and, during the CCAA proceedings and SISP Procedure, obligations to employees, key suppliers of goods and services and obligations to the Company’s customers will continue to be met on an ongoing basis and the Company’s management will remain responsible for the day-to-day operations of the Company.
The Company has obtained court approval of the Interim Facility in the maximum amount of US$3,000,000 from its secured creditors (the “Interim Lenders”) and a court ordered charge ranking senior in priority to existing security interests to secure the Company’s obligations to the Interim Lenders under the Interim Financing.
PricewaterhouseCoopers Inc. (the “Monitor”) has been appointed Monitor of the Company for the CCAA proceedings and SISP Procedure. A copy of all court orders or amendments thereto, the SISP Procedure and other details related thereto may be accessed on the Monitor’s website at www.pwc.com/ca/guestlogix. Enquiries for the Monitor may be directed at Tammy Muradova at 1 (416) 687-8238.
GuestLogix Inc. is a global leader in comprehensive merchandising, payment and business intelligence technology delivered to the passenger travel industry, both onboard and off-board. Bringing over a decade of expertise as the industry’s most trusted onboard transaction processing partner to airlines, rail operators and elsewhere in the passenger travel industry, GuestLogix powers the industry’s growing reliance on ancillary revenue generation. Both direct to operators as well as through partnerships with global leaders in catering, duty-free, inflight entertainment and self-service retail experts, the Company provides the payment services touching over 1 billion travelling consumers each year. On December 23, 2014, GuestLogix announced the acquisition of OpenJaw Technologies, a Dublin-based technology company focused on travel retailing innovation in the e-commerce segment. GuestLogix’ global headquarters and centre for product innovation is located in Toronto, with regional offices located in Dallas, London, Dublin, Galway, Madrid and Hong Kong, and product innovation labs located in Moncton and Kraków. More information is available at www.guestlogix.com and www.openjawtech.com.
© 2016 GuestLogix. All Rights Reserved.
This news release contains certain statements that constitute forward-looking statements under applicable securities legislation. All statements other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, or the negative of these terms or other comparable terminology. These statements are only as of the date of this document and the Company does not undertake to publicly update these forward-looking statements except in accordance with applicable securities laws. Forward-looking statements, including but without limitation, statements concerning the implementation of CCAA proceedings and the SISP Procedure, the reorganization or restructuring of the assets, business and financial affairs of the Company, provision of the Interim Financing, continued engagement of Canaccord as financial advisor and continuation of its operations in the ordinary course, are based on current expectations, estimates, projections and assumptions, which the Company believes are reasonable but which may prove to be incorrect and, therefore, such forward-looking statements should not be unduly relied upon. These forward-looking statements involve known and unknown risks, uncertainties which may cause actual results or performance to be materially different from any future results or performance expressed or implied herein. These risks, uncertainties and other factors relating to the Company include, but are not limited to, the level of indebtedness of the Company, the implementation and impact of any reorganization or restructuring of the assets, business and financial affairs of the Company, future co-operation of the creditors of the Company, the availability and reasonableness of Qualified Bids, the Company’s ability to generate sufficient cash-flow from operations or to obtain adequate financing to fund capital expenditures and working capital needs and to meet the Company’s ongoing obligations during the CCAA process and the SISP Procedure and thereafter, the ability to maintain relationships with suppliers, customers, employees, stockholders and other third parties in light of the Company’s current liquidity situation and the CCAA proceedings. In addition, actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth under “Risks Factors” in the Company’s Annual Information Form filed on March 16, 2015 with the regulatory authorities in Canada. The forward‐looking information included in this press release is expressly qualified in its entirety by this cautionary statement. GuestLogix assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
Chief Executive Officer
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