Quantum International Income Corp. Completes Acquisitions in the Georgia Gaming Market
Toronto, Ontario (FSCwire) - Quantum International Income Corp. (the "Corporation" or "Quantum") (TSXV: QIC) announces that it has closed (i) the previously announced acquisitions (the "Acquisitions") by Lucky Bucks, LLC, a limited liability company indirectly controlled by the Corporation, of certain of the assets comprising the businesses of Triple 7s Amusement, LLC ("Triple 7s") and Lucky Star Amusement, Inc. ("Lucky Star" and together with Triple 7s, the "Targets"), and (ii) the advancement of a loan to two subsidiaries of the Corporation (the "Borrowers") by an affiliate of Trive Capital (the "Lender") of US$9,200,000 pursuant to a first lien senior secured facility to fund the Acquisitions (the "Acquisition Financing"). The Acquisition Financing was provided by the Lender pursuant to the financing agreement dated October 21, 2016 to which both the Corporation and the Lender are parties (the "Financing Agreement"). In connection with the Acquisition Financing, the Corporation and the Lender amended and restated the Financing Agreement (the "Amended and Restated Financing Agreement"). A copy of the Amended and Restated Financing Agreement will be filed on the Corporation's issuer profile at sedar.com within the prescribed timeline.
The respective purchase price for the Acquisitions was US$4.2M in respect of the Triple 7s assets (the "Triple 7s Purchase Price") and US$1.62M in respect of the Lucky Star assets (the "Lucky Star Purchase Price"). US$4M of the Triple 7s Purchase Price was paid on the closing date of the Acquisitions (the "Closing Date"), with the remaining US$200,000 being payable to Triple 7s upon the satisfaction of certain post-closing obligations. The total Lucky Star Purchase Price was paid on Closing Date. In addition to the foregoing cash payments, an additional one-time payment is payable to each of the Targets following the Closing Date if, within six months of the Closing Date, revenue is generated by assets acquired from the Targets that were not generating revenue as of the Closing Date. For additional details regarding the Targets and the Acquisitions, see the Corporation's news releases dated January 30, 2017 and May 9, 2017.
In connection with the Acquisition Financing, the Corporation issued the Lender warrants to purchase 418,600 common shares of the Corporation at an exercise price of $0.3068 per common share until November 17, 2019 (the "Warrants"). The Corporation also paid World Equity Group, Inc. ("WEG") US$368,000 (the "WEG Fee") as consideration for the services provided by WEG in connection with the Borrowers receiving the Acquisition Financing. The advancement of the Acquisition Financing, the issuance of the Warrants, and the payment of the WEG Fee have been conditionally accepted by the TSX Venture Exchange ("TSX-V"). The Corporation expects to receive the final approval of the TSX-V for each of the foregoing in due course following the Closing Date.
All securities issued in connection with the Acquisition Financing were issued on a private placement basis and are subject to a statutory four month hold period expiring September 18, 2017.
While the Corporation is encouraged by the closing of the Acquisitions, it advises investors that the Georgia Lottery Corporation recently conducted an auction of licenses for Class A and Class B Coin Operated Amusement Machines, which licenses were sold at auction for what the Corporation has been advised are the highest prices on record for such an auction. The Corporation cautions investors that this increased level of interest could pose challenges to the Corporation in completing previously announced acquisitions, as well as sourcing additional acquisitions of digital skill-based gaming terminal operators in Georgia.