Arena Group Holdings, Inc. (AREN): M&A transaction — Arena Group acquires Men's Journal digital ops for $23M; issues $36M bridge notes to fund deal

On December 15, 2022, to consummate the Acquisition (as defined below) and to repay approximately $5.9 million of its existing delayed draw term notes due December 31, 2022, The Arena Group Holdings, Inc. (the “Company”) issued $36.0 million aggregate principal amount of senior secured notes (the “Bridge Notes”) pursuant to a Third Amended and Restated Note Purchase Agreement, by and among the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto (the “Note Purchase Agreement”).

On December 15, 2022, the Company entered into an amendment to its financing and security agreement (the “FSA Amendment”), by and among the Company, certain subsidiaries of the Company party thereto and SLR Digital Finance LLC (f/k/a Fast Pay Partners LLC) (“SLR”), pursuant to which (i) the maximum credit limit for the Company’s line of credit was increased to $40.0 million (subject to 85% of accounts receivable), (ii) the interest rate on the line of credit was amended to be the prime rate plus 4% and (iii) the maturity of the line of credit was extended to December 31, 2024; provided that the maturity date will be December 31, 2023 if the Company has not refinanced, repaid or extended all of its senior secured notes due December 31, 2023 by August 31, 2023, and provided further, that SLR will be entitled to accelerate the obligations if the Company has not refinanced, repaid or extended all of its senior secured notes due December 31, 2023 by September 30, 2023.

On December 15, 2022 (the “Closing Date”), pursuant to the terms set forth in the Asset Purchase Agreement, the Subsidiary purchased and assumed from the Seller Parties, and the Seller Parties sold, transferred, conveyed, assigned and delivered to the Subsidiary, certain assets and liabilities of the Seller Parties related to the digital media operations of Men’s Journal and other men’s active lifestyle brands (as further set forth and described in the Asset Purchase Agreement, the “Acquisition”).

On December 15, 2022, to consummate the Acquisition (as defined below) and to repay approximately $5.9 million of its existing delayed draw term notes due December 31, 2022, The Arena Group Holdings, Inc. (the “Company”) issued $36.0 million aggregate principal amount of senior secured notes (the “Bridge Notes”) pursuant to a Third Amended and Restated Note Purchase Agreement, by and among the Company, the subsidiary guarantors party thereto, BRF Finance Co., LLC, as agent and purchaser, and the other purchasers from time to time party thereto (the “Note Purchase Agreement”).

On December 15, 2022, the Company entered into an amendment to its financing and security agreement (the “FSA Amendment”), by and among the Company, certain subsidiaries of the Company party thereto and SLR Digital Finance LLC (f/k/a Fast Pay Partners LLC) (“SLR”), pursuant to which (i) the maximum credit limit for the Company’s line of credit was increased to $40.0 million (subject to 85% of accounts receivable), (ii) the interest rate on the line of credit was amended to be the prime rate plus 4% and (iii) the maturity of the line of credit was extended to December 31, 2024