Marret Resource Corp. Announces BC Partners’ Signing of Agreements to Acquire Loan Portfolio

TORONTO, Oct. 19, 2018 (GLOBE NEWSWIRE) -- Marret Resource Corp. (MAR) (“Marret” or the “Company”) is pleased to announce that, further to its previously announced plan of arrangement (the “Arrangement”), the special purpose vehicle (“BCP SPV”) created by BC Partners and to be sold to the Company under the Arrangement has entered into definitive agreements (collectively, the “Loan Purchase Agreements”) pursuant to which it will acquire an initial seed portfolio of primarily U.S.-based diversified senior secured loans (the “Loan Portfolio”).

The Loan Purchase Agreements also permit BCP SPV to acquire from a leading U.S. based loan provider (“Loan Partner”) additional loans to be agreed to between BCP SPV and the Loan Partner. In connection with the Loan Purchase Agreements, BCP SPV and the Loan Partner also entered into an administration agreement (the “Administration Agreement”) whereby the Loan Partner will provide BCP SPV with certain administrative services. The Administration Agreement sets out the procedures by which BCP SPV will select the loans to be assigned under the Loan Purchase Agreements, including timing to select loans and the funding thereof, while the purchase price for the loans will be set out in purchase commitment letters (the “Loan Program”). The purchase price for each loan will be an amount (not to exceed par) to be agreed among BCP SPV and the Loan Partner. The Loan Partner is required to provide additional services under the Administration Agreement including, but are not limited to, providing detailed information to BCP SPV on each loan and permitting BCP SPV to conduct due diligence on the borrower. Each loan acquired under the Loan Program will be based on BCP SPV’s investment criteria generally outlined in the management information circular of the Company dated September 4, 2018 (the “Circular”).

It is expected that BCP SPV will acquire shortly after closing approximately US$16.0 million of loans pursuant to the Loan Purchase Agreements and that the Company will directly acquire approximately an additional US$7.2 million and C$5.1 million of loans sourced from BC Partners, which loans will form the initial seed portfolio.

Closing of the Loan Program is subject to completion of the Arrangement and the conditions contained in the Loan Purchase Agreements. Subject to satisfaction of such conditions, the Company expects that the portion of the initial seed portfolio to be acquired under the Loan Program will include the following loans, provided that, until acquired by BCP SPV, BCP SPV reserves the right to add to, remove or replace the loans it expects to include in the initial seed portfolio.

  Sector Cost (US$) Face Value
(US$)
Maturity Rate
Loan 1(1) Consumer $3,704,857 $3,740,578 May 2024 L+475
Loan 2 Industrials $2,278,101 $2,300,000 July 2024 L+425
Loan 3 Consumer $3,723,387 $3,740,578 July 2025 L+425
Loan 4 Industrials $3,709,997 $3,740,578 May 2024 L+450
Loan 5 Industrials $2,593,690 $2,618,404 June 2024 L+425

(1) – Loan 1 also includes a separate unfunded Delayed Draw Term Loan with a par value of approximately US$325,000.

Further details regarding the loans to be directly acquired by the Company following the closing of the Arrangement will be provided in a subsequent press release.  Further information about the Arrangement, including the Loan Purchase Agreements, is set forth in the Company’s press releases, dated July 27, 2018, September 28, 2018 and October 12, 2018, and in the Circular, each of is filed under Marret’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

About Marret Resource Corp.

Marret Resource Corp. is currently focused on natural resource lending. The Company’s business is primarily directed to investing in public and private debt securities of and making term loans (including bridge and mezzanine debt) to issuers in a broad range of natural resource sectors, including energy, base and precious metals and other commodities, and issuers involved in exploration and development, and may also include financing other resource-related businesses and investing in public and private equity and quasi-equity securities. The Company seeks to generate income mainly from its lending activities, while taking advantage of additional upside through equity participation in the companies which it finances.

About BC Partners Advisors L.P. and BC Partners Credit

BC Partners is a leading international investment firm with over C$27 billion of assets under management in private equity and private credit. Established in 1986, BC Partners has played an active role in developing the European buyout market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firm's offices in North America and Europe. Since inception, BC Partners has completed 104 private equity investments in companies with a total enterprise value of €129 billion and is currently investing its tenth private equity fund. On the private credit front, BC Partners Credit is currently investing Special Opportunities Fund I. For more information, please visit www.bcpartners.com.

BC Partners Credit was launched in February 2017 and has pursued a strategy focused on identifying attractive credit opportunities in any market environment and across sectors, leveraging the deal sourcing and infrastructure made available from BC Partners.

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For further information about Marret Resource Corp. and its ongoing business, please contact: Marret Investor Services 416.214.5800.

This press release contains forward-looking statements and information within the meaning of applicable securities legislation. Forward-looking statements can be identified by the expressions "seeks", "expects", "believes", "estimates", "will", "target" and similar expressions. The forward-looking statements are not historical facts, but reflect the current expectations of the Company regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking events and circumstances discussed in this release include, but are not limited to, satisfaction of conditions precedent to closing the Arrangement, closing on the initial Loan Portfolio pursuant to the Loan Purchase Agreements and the Administration Agreement and closing on the acquisition of the remainder of the initial seed portfolio and the expected timing to close each of the Arrangement, the Loan Purchase Agreements and the Administration Agreement and the remainder of the initial seed portfolio, the loans to be acquired to form the initial Loan Portfolio and their attributes (including value, number and characterises / profile), effect of the Arrangement, including the acquisition of the Loan Portfolio pursuant to the Loan Purchase Agreements and the acquisition of the remainder of the initial seed portfolio, on the Company, and the receipt and nature of stock exchange, shareholder, regulatory and court approval for the Arrangement. All forward-looking statements in this press release are qualified by these cautionary statements. The Company believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, the Company can give no assurance that the actual results or developments will be realized by certain specified dates or at all. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed: (i) under "Risks Factors" in the most recently filed annual information form and MD&A for the Company, and (ii) under the risk factors sections in the management information circular of the Company prepared in connection with the Meeting. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. These forward-looking statements are made as of the date of this press release.

This press release is not, and should not be construed as, an offer to sell or acquire any securities in any jurisdiction.