M3-Brigade Acquisition III Corp. (MBSC) Closes Greenfire Deal with New Debt Financing

M3-Brigade III (NYSE:MBSC) announced this morning that it has closed its combination with Canadian energy producer Greenfire and the combined company is expected to trade on the NYSE under the symbol “GFR” later today.

Concurrent with close, Greenfire also issued $300 million in new senior secured notes at a 2% discount, priced at $980 per $1,000 of principal. These notes are to mature on October 1, 2028 and hold a fixed coupon of 12% per annum until then.

This is to be paid twice a year on April 1 and October 1. Moving forward, Greenfire plans to use 75% of its excess cash flow to retire these new notes at a price of $1,050 per $1,000 in principal or a 5% premium.

Once its total indebtedness has dropped to $150 million, it will decrease its deleveraging allocation to 25% of excess cash flow.

This new debt was used in part to phase out $217.9 million in existing notes that were due in 2025 at a 6.5% premium, priced at $1,065 per $1,000 plus accrued interest. The remaining existing notes will be redeemed on October 5.

As a part of this debt reshuffle, the company also took on C$50 million ($37 million) in credit from the Bank of Montreal, which will hold a “first out” preferential status. This joins C$43 million ($31.8 million) in existing cash on Greenfire’s balance sheet as of June 30.

M3-Brigade III noted that final redemptions from its September 12 completion vote were about 97.5%, and as such the deal’s $50 million PIPE at $10.10 per share was reduced to $42 million to account for this 2.5% of shares remaining.

The deal would have originally involved the issuance of $50 million in convertible notes that would have converted at $13, but the parties backed off of this plan in light of the funds they were able to raise through the new senior notes.

M3-Brigade III initially announced its $950 million deal with Greenfire in December 2022. Calgary-based Greenfire Resources is an oil sands producer focused on responsibly drawing hydrocarbons from two sites in Alberta.

Greenfire plans to use proceeds to expand drilling at these sites and it believes that both assets possess Tier-1 reservoirs.