As previously disclosed, on July 5, 2021, CF Acquisition Corp. V, a Delaware corporation (“CF V”) entered into an Agreement and Plan of Merger (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) with Satellogic Inc. (“PubCo”), Nettar Group Inc., (the “Company”) and certain other parties thereto. Pursuant to the Merger Agreement, among other things, CF V and the Company will become direct, wholly owned subsidiaries of PubCo. The transactions contemplated by the Merger Agreement are referred to as the “Business Combination”.
Columbia Loan Extension
On December 23, 2021, the Company entered into Amendment No. 2 to Loan and Security Agreement (the “Amendment”) which amends the Loan and Security Agreement, dated as of March 8, 2021 (the “Columbia Loan Agreement”), by and between the Company and Columbia River Investment Limited (the “Columbia River”). The Amendment, among other things, (i) extends the date on which the Company is required to pay all amounts due under the Columbia Loan Agreement from December 31, 2021 (if the Business Combination closes on or prior to December 31, 2021) to January 15, 2022 (if the Business Combination closes on or prior to December 31, 2021 and the aggregate redemptions by the stockholders of CF V exceed 50% of the amount in the CF V’s trust account), or a later date if mutually agreed to by the parties, (ii) extends the Perfection Date (as defined in the Columbia Loan Agreement) to the earlier of (a) January 15, 2022 and (b) the date the Company perfects the security interest on any collateral under its other indebtedness, and (iii) makes certain other conforming amendments.
The description of the Amendment contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Promissory Note
On December 23, 2021, the Company and Cantor Fitzgerald Securities, a New York general partnership (“CF Securities), entered into a Secured Promissory Note (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Note”) pursuant to which, CF Securities agreed to lend to the Company (i) $7,500,000 (the “Initial Loan”) and (ii) at the option of the Company, on or before June 30, 2022, up to an additional $7,500,000 if certain conditions are met including the Business Combination shall have been consummated, the Permitted Equity Issuance (defined below) shall not have been consummated, and Columbia River has agreed to certain amendments to the Columbia Loan Agreement including a further extension of the maturity date thereunder by at least an additional six months (the “Additional Loan” and together with the Initial Loan, the “Loans”).
The Loans will bear interest at a rate of 7.00% per annum provided that in the event that the Loans are paid in full simultaneously with the closing of the Business Combination with the proceeds of an equity issuance of at least $100 million (as described in the Note) that is consummated on or prior to the closing of the Business Combination (“Permitted Equity Issuance”), the Loans shall bear interest at a rate of 5.00% per annum. Interest is payable quarterly commencing on March 31, 2022.
The Note matures on the earlier of (i) December 23, 2022, (ii) the maturity date under the Columbia Loan Agreement, as it may be extended and (iii) the closing of the Business Combination, if the Permitted Equity Issuance is consummated on or prior thereto. The Company is required to repay all or a portion of the Note from the cash proceeds of any Permitted Equity Issuance or any other issuance of any equity interests in the Company as set forth in the Note (the “Mandatory Repayment”). The Company may prepay at any time upon notice all or any portion of the Note (a “Voluntary Prepayment”). In the event of a Mandatory Repayment or Voluntary Prepayment, the Company will be required to pay Lender a make-whole premium equal to the aggregate interest payments that would be due with respect to any repaid amounts through December 23, 2022 as if no such repayment had occurred at a rate of 7.00% per annum with respect to any Voluntary Prepayments and 5.00% per annum with respect to any Mandatory Repayment in connection with a Permitted Equity Issuance that is consummated on or prior to the closing of the Business Combination (or following the closing of the Business Combination, subject to a binding commitment in respect thereof received prior to such closing).