Transaction Refinances Existing Indebtedness and Secures Incremental Liquidity

                                 to Fund Growth
   Financing includes $30 million committed and $18 million accordion feature

LONDON, United Kingdom and SANTA MONICA, Calif., June 27, 2024 (GLOBE NEWSWIRE)
-- XBP Europe Holdings, Inc. ("XBP Europe" or the "Company") (NASDAQ: XBP), a
pan-European integrator of bills, payments, and related solutions and services
seeking to enable the digital transformation of its clients, today announced
that certain of the Company's subsidiaries have entered into a comprehensive
financing agreement with HSBC UK Bank plc ("HSBC"). The new agreement refinances
the Company's UK subsidiary's existing indebtedness and provides up to $33
million of incremental liquidity. This is in addition to the current non-
recourse factoring program in place by certain of the Company's subsidiaries for
up to EUR15 million.
"The strategic financing transaction with incremental borrowing capacity greatly
enhances our liquidity and supports our runway for growth, including inorganic
growth," said Andrej Jonovic, Chief Executive Officer of XBP Europe.
The new $48 million(1) financing agreement consists of: (i) a $4 million Term
Loan A facility ("Term Loan A"), (ii) an $11 million Term Loan B facility ("Term
Loan B" and, together with Term Loan A, the "Term Loans"), and (iii) a $15
million multicurrency revolving credit facility (the "Revolving Credit
Facility"), all at an applicable reference rate plus 3.25%, plus an accordion
feature for up to an additional $18 million. The Term Loans have a maturity of
four years post completion, while the Revolving Credit Facility has a maturity
of three years with an option to extend up to an additional year at HSBC's
discretion. The availability of the accordion is subject to HSBC's discretion.
The proceeds from the Term Loan A and Term Loan B facility were used to repay
existing indebtedness under the Company's UK subsidiary's prior term loans and
revolving credit facilities. No penalties were incurred in connection with such
repayment. The proceeds from the Revolving Credit Facility will be used for
general corporate purposes.
(1) Term Loan A and the Revolving Credit Facility are denominated in British
Pounds, and Term Loan B is denominated in Euros. USD figures are determined
based on current exchange rates of approximately GBP/USD of 1.26 and EUR/USD of
1.07.
Forward-Looking Statements
This press release contains certain "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Exchange Act, including certain financial forecasts and
projections. All statements other than statements of historical fact contained
in this press release, including statements as to future results of operations
and financial position, revenue and other metrics planned products and services,
business strategy and plans, objectives of management for future operations of
XBP Europe, market size and growth opportunities, competitive position and
technological and market trends, are forward-looking statements. Some of these
forward-looking statements can be identified by the use of forward-looking
words, including "may," "should," "expect," "intend," "will," "estimate,"
"anticipate," "believe," "predict," "plan," "targets," "projects," "could,"
"would," "continue," "forecast" or the negatives of these terms or variations of
them or similar expressions. All forward-looking statements are subject to
risks, uncertainties, and other factors which could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements. All forward-looking statements are based upon estimates, forecasts
and assumptions that, while considered reasonable by XBP Europe and its
management, as the case may be, are inherently uncertain and many factors may
cause the actual results to differ materially from current expectations which
include, but are not limited to: (1) the outcome of any legal proceedings that
may be instituted against XBP Europe or others and any definitive agreements
with respect thereto; (2) the inability to meet the continued listing standards
of Nasdaq or another securities exchange; (3) the risk that the business
combination disrupts current plans and operations of XBP Europe and its
subsidiaries; (4) the inability to recognize the anticipated benefits of the
business combination, which may be affected by, among other things, competition,
the ability of XBP Europe and its subsidiaries to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain its
management and key employees; (5) costs related to the business combination; (6)
changes in applicable laws or regulations; (7) the possibility that XBP Europe
or any of its subsidiaries may be adversely affected by other economic, business
and/or competitive factors; (8) risks related to XBP Europe's potential
inability to achieve or maintain profitability and generate cash; (9) the impact
of a potential resurgence of the COVID-19 pandemic, or the occurrence of a
similar outbreak; (10) volatility in the markets caused by geopolitical and
economic factors; (11) the ability of XBP Europe to retain existing clients;
(12) the potential inability of XBP Europe to manage growth effectively; (13)
the ability to recruit, train and retain qualified personnel, and (14) other
risks and uncertainties set forth in the sections entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in the Annual Reports on
Form 10-K filed on April 1, 2024 and, our subsequent quarterly reports on Form
10-Q and our current reports on Form 8-K as filed with the Securities and
Exchange Commission (the "SEC"). These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements.
Nothing in this press release should be regarded as a representation by any
person that the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking statements will be
achieved. Readers should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. XBP Europe gives no assurance
that either XBP Europe or any of its subsidiaries will achieve its expected
results. XBP Europe undertakes no duty to update these forward-looking
statements, except as otherwise required by law.
About XBP Europe
XBP Europe is a pan-European integrator of bills, payments and related solutions
and services seeking to enable digital transformation of its more than 2,000
clients. The Company's name - 'XBP' - stands for 'exchange for bills and
payments' and reflects the Company's strategy to connect buyers and suppliers,
across industries, including banking, healthcare, insurance, utilities and the
public sector, to optimize clients' bills and payments and related digitization
processes. The Company provides business process management solutions with
proprietary software suites and deep domain expertise, serving as a technology
and services partner for its clients. Its cloud-based structure enables it to
deploy its solutions across the European market, along with the Middle East and
Africa. The physical footprint of XBP Europe spans 15 countries and 32 locations
and a team of approximately 1,500 individuals. XBP Europe believes its business
ultimately advances digital transformation, improves market wide liquidity by
expediting payments, and encourages sustainable business practices. For more
information, please visit: www.xbpeurope.com.
For more XBP Europe news, commentary, and industry perspectives, visit:
https://www.xbpeurope.com/
And please follow us on social:
X: https://X.com/XBPEurope
LinkedIn: https://www.linkedin.com/company/xbp-europe/
The information posted on XBP Europe's website and/or via its social media
accounts may be deemed material to investors. Accordingly, investors, media and
others interested in XBP Europe should monitor XBP Europe's website and its
social media accounts in addition to XBP Europe's press releases, SEC filings
and public conference calls and webcasts.
Investor and/or Media Contacts:
investors@xbpeurope.com (mailto:investors@xbpeurope.com)
Source: XBP Europe Holdings, Inc.
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