BRC to acquire Sangoma for $204M enterprise value; $4.925 cash plus 0.04767 BRC share per Sangoma share

BRC Group Holdings, Inc.

Sangoma holders receive US$4.925 cash plus 0.04767 of a BRC share each: ~$170M cash and ~$10M in BRC shares in aggregate; current holders to own ~4% of pro forma BRC.
Transaction valued at ~$204M enterprise value (C$289M); US$5,397,000 termination fee payable by Sangoma in certain circumstances; closing expected January 2027 or early 2027.
Funded via $212,255,000 senior secured term loan commitment (Banc of California, Axos Bank, Israel Discount Bank of New York) plus ~$38M BRC and ~$16M telecom-subsidiary equity.
New telecom facility replaces existing credit agreement with $71,500,000 outstanding as of Sept 30, 2026; Oaktree Amendment No. 6 requires 50% of telecom cash distributions to prepay term loans.
Sangoma: founded 1984, Markham Ontario, 100,000+ business customers, 2.7M+ UC seats; combined TTM revenue ~$441M as of June 2026 ($241M BRC comms + ~$200M Sangoma).

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