EQS-Adhoc

Marley Spoon Group SE to acquire BistroMD and to enter into a strategic partnership with FreshRealm - Seite 2

This partnership is expected to create a platform for future market consolidation starting with the integration of BistroMD, whereby FreshRealm will manage all back-end operations, driving innovation while generating synergies for its partners in fixed and variable costs. Marley Spoon group will continue to operate its front-end operations, leveraging its global brand and marketing, customer service, consumer technology, and data platforms. The transaction is expected to reduce G&A, yield working capital benefits, and reduce variable costs over time.

Runway Growth Finance Corp. (“Runway”), a finance company focused on providing flexible capital solutions based in the United States, MSG’s senior lender, supports the above-mentioned transactions and has agreed in principle to certain amendments to Marley Spoon group’s existing debt facilities, namely an extension of 12 months of the interest-only period and the loan maturity date to January 2026 and June 2027, respectively. Marley Spoon group will repay Runway €10.3m toward its outstanding loan balance upon closing of the FreshRealm transaction.

In addition, certain larger investors have agreed to invest €8.035m in MSG, through the acquisition of 2,008,750 treasury shares at €4.00 per share to investors from MSG subject to the closing of the above-mentioned transactions.

These transactions will impact the Company’s cash and debt position upon closing as follows:

• Cash proceeds totaling €30m from (i) the €22m asset sale to FreshRealm of Marley Spoon’s US operations and (ii) the equity capital raise of €8m;
• A pre-payment, without penalty, of a portion of Marley Spoon’s outstanding loan balance with Runway in the amount of €10.3m. This comes on top of the nearly €8m in July 2023 that Marley Spoon re-paid in connection with the business combination agreement and that had resulted in a reduction of 1 percentage point in the cash interest rate on the outstanding loan balance, from 8.5% over three-month SOFR to 7.5%;
• A pre-payment, without penalty, of €3.7m towards BistroMD’s outstanding loan balance of €13.5, comprising long term debt and a revolver facility.