GuestLogix Inc.
TSX : GXI

GuestLogix Inc.

December 02, 2015 18:10 ET

GuestLogix Enters into a Forbearance Agreement

TORONTO, ONTARIO--(Marketwired - Dec. 2, 2015) - GuestLogix Inc. (TSX:GXI) ("GuestLogix" or the "Company"), the leading global provider of ancillary-focused merchandising, payment and business intelligence technology to airlines and the passenger travel industry, today announced that it has entered into forbearance agreements (the "Forbearance Agreements") with its senior lender and its subordinated lenders (collectively, the "Lenders") in respect of its CDN$7.5 million senior revolving credit facility and its CDN$9 million subordinated term credit facility (collectively, the "Credit Facilities") as a result of the previously disclosed breach by the Company of its EBITDA covenant with its Lenders. Under the terms of the Forbearance Agreements, among other things: (i) the Lenders agree to forbear from taking any steps to demand repayment of the amounts owing under the Credit Facilities until December 18, 2015; (ii) the Company agrees not to make any payments of interest on the Company's 7.00% extendible convertible unsecured subordinated debentures (the "Convertible Debentures") or payments under the share purchase agreement dated December 2, 2014 pursuant to which the Company purchased the shares of OpenJaw Technologies Limited; and (iii) the Company agrees to replace the warrants to purchase an aggregate of 2,400,000 common shares of the Company previously issued to its Subordinated Lenders in connection with the original subordinated term credit facility in order to change the exercise price per share from $0.796 to $0.29 (being the 5-day volume-weighted average price of the common shares preceding the date of the Forbearance Agreement) and the expiration date from September 5, 2015 to December 31, 2018. All other terms of the warrants remain unchanged. The Company is at arm's length with the Lenders.

As a result of the Forbearance Agreements and pursuant to the terms of the trust indenture governing the Convertible Debentures, the Company is not permitted and will not be making the cash interest payment (of approximately CDN$700,000 due on December 31, 2015 in respect of the Debentures).

The Company continues to pursue its previously disclosed review of strategic alternatives to enhance shareholder value, which is being carried out by its financial advisor, Canaccord Genuity. The Company does not intend to comment further regarding the review process unless a specific transaction or other alternative is approved by the Board of Directors, the review process is concluded or it is otherwise determined that further disclosure is appropriate or required by law.

About GuestLogix

GuestLogix Inc. (TSX:GXI), is a global leader in comprehensive merchandising, payment and business intelligence technology delivered to the passenger travel industry, both onboard and off-board. Bringing over a decade of expertise as the industry's most trusted onboard transaction processing partner to airlines, rail operators and elsewhere in the passenger travel industry, GuestLogix powers the industry's growing reliance on ancillary revenue generation. Both direct to operators as well as through partnerships with global leaders in catering, duty-free, inflight entertainment and self-service retail experts, the Company provides the payment services touching over 1 billion travelling consumers each year. On December 23, 2014, GuestLogix announced the acquisition of OpenJaw Technologies, a Dublin-based technology company focused on travel retailing innovation in the e-commerce segment. GuestLogix' global headquarters and centre for product innovation is located in Toronto, with regional offices located in Dallas, London, Dublin, Galway, Madrid and Hong Kong, and product innovation labs located in Moncton and Kraków. More information is available at www.guestlogix.com and www.openjawtech.com.

© 2015 GuestLogix. All Rights Reserved.

Forward-Looking Statements

This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with GuestLogix' business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts, but reflect GuestLogix' current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed above and under "Risks Factors" in the Company's Annual Information Form filed on March 16, 2015 with the regulatory authorities in Canada. Such risk factors include the inability of the Company to reach an agreement on a timely basis with its lenders and the holders of its debentures if required. The forward‐looking information included in this press release is expressly qualified in its entirety by this cautionary statement. GuestLogix assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.

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