8-K
filed October 12, 2023, 7:59 PM ET
ticker SST
CIK 0001805833
debt
confidence high
sentiment neutral
materiality 0.60
System1, Inc. (SST): debt financing — System1 obtains $2.5M term loan from co-founders' trusts and $10M secured facility from significant shareholder
System1, Inc.
- Term loan of $2.5M from Openmail2, LLC (co-founders' trusts) at SOFR + 5.75%, maturity Dec 31, 2024, with 10% closing fee.
- Secured facility of $10M from Onyx Asset Finance (subsidiary of significant shareholder) at 8.5% interest, due Oct 6, 2024, with 12% closing fee.
- Both transactions approved by the independent members of the Board due to related-party nature.
- Proceeds used for working capital and general corporate purposes.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
System1, Inc. incurred term loan of $2.5 million with Openmail2, LLC at SOFR plus 5.75% per annum maturing December 31, 2024.
- Instrument
- term loan
- Principal
- $2.5 million
- Counterparty
- Openmail2, LLC
- Rate
- SOFR plus 5.75% per annum
- Maturity
- December 31, 2024
- Event
- incurrence
Exact text from the filing
On October 6, 2023, Orchid Merger Sub II, LLC (“Orchid Sub”), a wholly-owned subsidiary of System1, Inc. (the “Company”), entered into a $2.5 million Term Loan Note (the “Term Note”) with Openmail2, LLC, a Delaware limited liability company (“OM2” or the “Term Lender”), which is principally owned and managed by trusts established for the benefit of the Company’s co-founders, Michael Blend and Charles Ursini, in a private transaction approved by the independent and non-interested members of the Company’s Board of Directors (the “Board”).
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
System1, Inc. incurred term loan of $10.0 million with Onyx Asset Finance Limited at 8.5% per annum maturing October 6, 2024.
- Instrument
- term loan
- Principal
- $10.0 million
- Counterparty
- Onyx Asset Finance Limited
- Rate
- 8.5% per annum
- Maturity
- October 6, 2024
- Event
- incurrence
Exact text from the filing
On October 6, 2023, Total Security Limited (“Total Security”), an indirect wholly-owned subsidiary of the Company, entered into a Secured Facility Agreement providing for a $10.0 million term loan (the “Secured Facility”) with Onyx Asset Finance Limited, a company organized under the laws of England & Wales (“Onyx” or the “Secured Lender”) and a subsidiary of Just Develop It Limited, one of the Company’s significant shareholders, in a private transaction approved by the independent and non-interested members of the Company’s Board.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
System1, Inc. entered into Secured Facility Agreement with Onyx Asset Finance Limited valued at $10.0 million (effective 2023-10-06).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Onyx Asset Finance Limited
- Value
- $10.0 million
- Effective
- 2023-10-06
Exact text from the filing
Total Security Limited (“Total Security”), an indirect wholly-owned subsidiary of the Company, entered into a Secured Facility Agreement providing for a $10.0 million term loan (the “Secured Facility”) with Onyx Asset Finance Limited, a company organized under the laws of England & Wales (“Onyx” or the “Secured Lender”) and a subsidiary of Just Develop It Limited, one of the Company’s significant shareholders, in a private transaction approved by the independent and non-interested members of the Company’s Board.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
System1, Inc. entered into Term Loan Note with Openmail2, LLC valued at $2.5 million (effective 2023-10-06).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Openmail2, LLC
- Value
- $2.5 million
- Effective
- 2023-10-06
Exact text from the filing
Orchid Merger Sub II, LLC (“Orchid Sub”), a wholly-owned subsidiary of System1, Inc. (the “Company”), entered into a $2.5 million Term Loan Note (the “Term Note”) with Openmail2, LLC, a Delaware limited liability company (“OM2” or the “Term Lender”), which is principally owned and managed by trusts established for the benefit of the Company’s co-founders, Michael Blend and Charles Ursini, in a private transaction approved by the independent and non-interested members of the Company’s Board of Directors (the “Board”).
View on SEC.gov
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