Centerview Partners
next steps should the special committee wish to move forward on behalf of the special committee would seek to i maximize the portion of the facility available on a revolving basis and extend the maturity to if possible in parallel counsel would seek to finalize the bonsai debt documents bonsai has communicated that fund ill has minimum yield requirements which limit bonsai ability to further improve economic terms all in yield of bonsai facility is more favorable than lender a bridge facility financing and because it the facility is even more attractive is lower yield and partially structured as a revolving facility the dollar cost of the bonsai facility also mitigates the borrowing base and closing timing risk associated with an financing fee undrawn fee and interest rate are all payable in kind providing with liquidity and flexibility facility size of of term loan and revolving facility provides sufficient liquidity to navigate through closing of potential take private transaction and to repay revolver to avoid a covenant test extended maturity to to provide additional cushion beyond expected time to closing of potential take private transaction may receive an explanatory paragraph from auditors under the current terms which management believes could be removed if bonsai agrees to extend maturity to while ability to pursue other financing alternatives between signing and closing would be ill indicating a continued commitment in | Centerview Partners
Company
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December 2022
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