TORONTO, March 14, 2023 (GLOBE NEWSWIRE) -- TRC Capital Investment Corporation (TRC) announced today that TRC has waived the financing condition in connection with its tender offer dated February 20, 2023, for up to 2,000,000 common shares of PayPal Holdings, Inc. (the “Company”) at a price of $71.36 per share.

On March 14, 2023, TRC entered into a Term Loan Agreement (the “Credit Agreement”) in connection with its tender offer to purchase up to 2,000,000 common shares of the Company. The Credit Agreement provides for up to $142.72 million of borrowings pursuant to a 364-day unsecured revolving credit facility (the “Credit Facility). The Credit Facility matures on March 13, 2024, assuming the maturity date is not extended.

Borrowings under the Credit Agreement will bear interest at SOFR plus 2.5%.

The definitive documentation for the Credit Facility contains certain covenants, events of default and other terms and provisions.

The following is a summary of the conditions to the Credit Facility: (i) other than previously disclosed, no material adverse change in the business, operations, property, condition (financial or otherwise) or prospects of TRC since March 14, 2023, shall have occurred; (ii) the lender shall not have become aware of any information affecting TRC that is inconsistent in a material adverse manner with any information disclosed prior to March 14, 2023; (iii) the absence of any litigation which, if successful, would have a material adverse impact on TRC or on the ability of TRC to repay the loan; (iv) the absence of a material increase in the liabilities, liquidated or contingent, of TRC; (v) no law or regulation shall have been adopted, and no order, judgment or decree of any governmental authority shall have been issued which purports to enjoin, prohibit or restrain, or which imposes or results in the imposition of any material adverse condition upon, the making or repayment of the loan, and no suit shall have been brought which is intended to accomplish the foregoing; (vi) any change in loan syndication, financial or capital market conditions generally that in the lender’s judgment would impair syndication of the financing. TRC also announced that its offer will still expire at 12:01 a.m. New York City time on March 22, 2023, unless further extended.

As of close of business on Monday, March 13, 2023, 3,000 shares had been tendered.

TRC will accept for payment and will pay for all shares validly tendered prior to the expiration date and not properly withdrawn in accordance with the terms of the offer. TRC will not be required to accept for payment or pay for any shares and may terminate the offer if certain conditions which, in the reasonable judgment of TRC in any such case, makes it inadvisable to proceed with the offer or with such acceptance for payment or payment.

TRC has amended its tender offer materials to reflect the Credit Facility and other relevant changes.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE OFFER TO BUY THE COMPANY’S SHARES WILL ONLY BE MADE PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS, AS SUCH DOCUMENTS ARE SUPPLEMENTED AND AMENDED. STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS CAN OBTAIN A COPY OF THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER BY CONTACTING THE INFORMATION AGENT FOR THE OFFER, CNRA FINANCIAL SERVICES INC. AT (416) 861-9446.

TRC Capital Investment Corporation is a private investment corporation that manages a diverse investment portfolio.

For further information, contact:

Contact:      Lorne H. Albaum, President
Phone:        (416) 304-1474