Rubicon Technologies, Inc.: debt financing — Rubicon enters $75M Term Loan, $90M ABL facility; extends convertible debentures to 2026

Rubicon Technologies, Inc.

$75M Term Loan (Acquiom, June 2023); matures June 2025 (can extend to 2026); interest = reference rate + 8.75% margin; lenders can convert to common stock (limited to 19.99% of shares or $10M).
$90M ABL revolving credit facility (Midcap); SOFR + 4.25% (stepdown to 3.95% if FCCR >1.10); 3-year maturity.
Subordinated term loan amendment (Mizzen): cash interest cut from 14% to 11%; adds liquidity covenant; broadens borrower group; allows PIK interest.
First & Second Closing convertible debenture amendments extend maturity to Dec 1, 2026; aggregate principal ~$17M (first) and ~$6.5M (second).
Warrants issued to Term Loan lenders: 15,699,867 shares at $0.01 exercise price, expiring June 7, 2033.

item 1.01 item 2.03 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.7

Rubicon Technologies, Inc. amended credit facility of $20.0 million with Mizzen Capital LP.

Instrument: credit facility
Principal: $20.0 million
Counterparty: Mizzen Capital LP
Event: amendment

Exact text from the filing

On June 7, 2023, the Borrowers and Guarantors entered into an amendment (the “ Subordinated Term Loan Amendment ”) to the $20.0 million subordinated term loan facility entered into on December 22, 2021

View on SEC.gov

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Rubicon Technologies, Inc. incurred revolving credit of $90 million with Midcap Funding IV Trust, as agent at SOFR interest rate plus an initial margin equal to 4.25% per annum, which may st maturing earlier of (i) the date that is three (3) years following the closing date and (ii) if any obligations or revolving loan commitments remain outstanding on the d.

Instrument: revolving credit
Principal: $90 million
Counterparty: Midcap Funding IV Trust, as agent
Rate: SOFR interest rate plus an initial margin equal to 4.25% per annum, which may st
Maturity: earlier of (i) the date that is three (3) years following the closing date and (ii) if any obligations or revolving loan commitments remain outstanding on the d
Event: incurrence

Exact text from the filing

entered into a Credit, Security and Guaranty Agreement (the “ ABL Credit Agreement ”) providing for an asset-backed revolving credit facility in an aggregate revolving loan committed amount of $90 million (the “ ABL Credit Facility ”).

View on SEC.gov

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Rubicon Technologies, Inc. incurred term loan of $75 million with Acquiom Agency Services LLC, as agent at Applicable Reference Rate (as defined in the Term Loan Agreement) plus the Appli maturing June 7, 2025, provided that, subject to certain conditions, the maturity date may automatically extend to June 7, 2026.

Instrument: term loan
Principal: $75 million
Counterparty: Acquiom Agency Services LLC, as agent
Rate: Applicable Reference Rate (as defined in the Term Loan Agreement) plus the Appli
Maturity: June 7, 2025, provided that, subject to certain conditions, the maturity date may automatically extend to June 7, 2026
Event: incurrence

Exact text from the filing

On June 7, 2023, the Borrowers, the Guarantors, the lenders party thereto and Acquiom Agency Services LLC, as agent, entered into a Credit, Security and Guaranty Agreement (“ Term Loan Agreement ”) providing for a term loan credit facility in an aggregate term loan commitment amount of $75 million (“ Term Loan Facility ”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Rubicon Technologies, Inc. entered into Term Loan Agreement with Acquiom Agency Services LLC valued at Term loan credit facility in aggregate amount of $75 million, secured by first priority liens on Ter (effective 2023-06-07).

Action: entry
Agreement: credit facility
Counterparty: Acquiom Agency Services LLC
Value: Term loan credit facility in aggregate amount of $75 million, secured by first priority liens on Ter
Effective: 2023-06-07

Exact text from the filing

On June 7, 2023, the Borrowers, the Guarantors, the lenders party thereto and Acquiom Agency Services LLC, as agent, entered into a Credit, Security and Guaranty Agreement (“ Term Loan Agreement ”) providing for a term loan credit facility in an aggregate term loan commitment amount of $75 million (“ Term Loan Facility ”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Rubicon Technologies, Inc. entered into ABL Credit Agreement with Midcap Funding IV Trust valued at Asset-backed revolving credit facility in aggregate committed amount of $90 million, secured by firs (effective 2023-06-07).

Action: entry
Agreement: credit facility
Counterparty: Midcap Funding IV Trust
Value: Asset-backed revolving credit facility in aggregate committed amount of $90 million, secured by firs
Effective: 2023-06-07

Exact text from the filing

On June 7, 2023, Rubicon Technologies Holdings, LLC, a Delaware limited liability company, Rubicon Technologies International, Inc., a Delaware corporation, Rubicon Global, LLC, a Delaware limited liability company, Cleanco LLC, a New Jersey limited liability company, Charter Waste Management, Inc., a Delaware corporation, RiverRoad Waste Solutions, Inc., a New Jersey corporation, and each other person from time to time party thereto as a borrower (the “ Borrowers ”), Rubicon Technologies, Inc., a Delaware corporation, and each other person from time to time party thereto as a guarantor (collectively, the “ Guarantors ” and together with Borrowers, the “ Credit Parties ”), the lenders party thereto and Midcap Funding IV Trust, a Delaware statutory trust, as agent, entered into a Credit, Security and Guaranty Agreement (the “ ABL Credit Agreement ”) providing for an asset-backed revolving credit facility in an aggregate revolving loan committed amount of $90 million (the “ ABL Credit Fa

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Rubicon Technologies, Inc. amended Subordinated Term Loan Amendment with Mizzen Capital LP valued at Amendment to the existing $20.0 million subordinated term loan facility originally entered into on D (effective 2023-06-07).

Action: amendment
Agreement: credit facility
Counterparty: Mizzen Capital LP
Value: Amendment to the existing $20.0 million subordinated term loan facility originally entered into on D
Effective: 2023-06-07

Exact text from the filing

On June 7, 2023, the Borrowers and Guarantors entered into an amendment (the “ Subordinated Term Loan Amendment ”) to the $20.0 million subordinated term loan facility entered into on December 22, 2021 (as amended, restated, supplemented or otherwise modified immediately prior to giving effect to the Subordinated Term Loan Amendment, the “ Existing Subordinated Term Loan Credit Agreement ” and after giving effect to the Subordinated Term Loan Amendment, the “ Subordinated Term Loan Credit Agreement ”) with Mizzen Capital LP, a

View on SEC.gov

Browse all debt financings →

Source: SEC EDGAR

accession 0001829126-23-003991

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.