Acasta to repay $25 million of facility, more debt via asset sale

By Susanna Moon

Chicago, March 19 – Acasta Enterprises Inc. said it will pay the $25 million due by March 31 under its $150 million credit facility and pay down more debt under the facility using proceeds of an asset sale.

Acasta has entered into a definitive agreement for the sale of its Stellwagen business unit to a company that will be indirectly owned by Douglas Brennan and other investors, according to a press release.

Under the share purchase agreement with Martello Finance Co. Ltd., the purchaser and Stellwagen Acquisition Corp., as vendor, plans to sell Stellwagen in exchange for:

• The cancellation of 26 million class B shares in the capital of Acasta beneficially owned by Martello and some other Acasta shareholders that are indirect shareholders of the purchaser, representing about 27% of the issued and outstanding class B shares;

• The payment to Acasta of $35 million;

• Downside protection of up to $5 million if the proceeds realized from the monetization of Acasta’s profit participating notes issued by Stelloan Investment Co. I DAC, which have a book value of $47.5 million, are at levels below a threshold; and

• Termination of the earn-out from Acasta’s acquisition of Stellwagen in January 2017.

Toronto-based Acasta is a special purpose acquisition corporation.

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