B. Riley Principal 150 Merger Corp. (NASDAQ:BRPM) announced this afternoon that it has amended its merger agreement, waived the minimum cash condition, and entered into a bridge loan agreement in connection to its proposed merger with digital content platform FaZe Clan.
BRPM and FaZe Clan initially agreed to a $218 million overall minimum cash threshold supplemented by a $118 million PIPE at $10 per share. BRPM’s current trust holds $173 million after listing in February of 2021, and while the share price climbed post deal-announcement, even reaching a high of $15.74 in October, the price started to slip below its trust value along with the market since January of this year.
The 8-K also disclosed that an affiliate of BRPM, B. Riley Commercial Capital, LLC, entered into a bridge loan agreement with FaZe for $10 million. FaZe will receive a second advance a term loan in the principal amount of $10 million. The initial loan will be evidenced by a promissory note and accrues interest at a rate of 7% per year, compounded quarterly.
The term loan will be repaid in cash when the transaction closes. In the event the merger is terminated, the loan will become a secured convertible promissory note of FaZe, on substantially the same terms as the existing senior secured convertible promissory notes of Faze, in an aggregate principal amount equal to the outstanding principal balance, including capitalized interest, of the loan and the unpaid accrued interest.
BRPM initially announced its $713 million combination with FaZe Clan on October 25. Los Angeles-based FaZe Clan runs a network of influencer talent and e-sports competitors that have amassed 120 million YouTube subscribers and $50 million in annual revenue.
FaZe Clan recently welcomed entertainment icon Snoop Dogg to its board of directors as well as its newest talent member.
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