ComVest Capital, LLC Refinances Indebtedness of Atlantis Systems Corp.

WEST PALM BEACH, FL, Nov. 9, 2011 /CNW/ - On November 9, 2011, ComVest Capital, LLC ("ComVest") announced that ComVest and Atlantis Systems Corp. (the "Corporation") entered into a refinancing transaction in respect of existing indebtedness (the "Existing Indebtedness") owed by the Corporation to ComVest.  Under the refinancing transaction, the parties entered into an amendment agreement (the "Amendment") to the amended and restated revolving credit and term loan agreement dated as of February 24, 2010, as amended, between ComVest and the Corporation.  Pursuant to the Amendment, inter alia, the Existing Indebtedness was consolidated into (i) a convertible term note (the "Convertible Note") in the principal amount of US$6,000,000, (ii) a term note (the "Term Note") in the principal amount of approximately US$6,537,000, and (iii) a short-term payment obligation in the principal amount of approximately US$302,598.  The Convertible Note is convertible into common shares of the Corporation at any time prior to the maturity thereof at the option of ComVest at a conversion price of US$0.30 per common share, which is equivalent to CDN$0.30 based on the exchange rate in effect on October 31, 2011.

ComVest owns 6,769,174 common shares of the Corporation representing approximately 66.1% of the outstanding common shares of the Corporation as at November 9, 2011.  Further, ComVest is deemed to own the 20,000,000 common shares of the Corporation (approximately 66.15% on a post-conversion basis) issuable upon conversion of the Convertible Note (excluding the conversion of any accrued interest subsequently added to the principal amount).  Accordingly, ComVest is deemed to have  aggregate ownership of 26,769,174 common shares of the Corporation representing approximately 88.54% of the outstanding common shares of the Corporation as at November 9, 2011, on a post-conversion basis.

The principal terms of the Amendment include the issuance of the Convertible Note and the Term Note, each maturing three years from issuance or earlier in the event of a change of control, and secured by a first charge on the assets of the Corporation.

The principal terms of the Convertible Note include (a) payment-in-kind interest of 12% per annum on outstanding principal, with interest increasing to 17% during the continuance of an event of default; (b) no principal payments required until maturity; (c) convertible at any time and from time to time prior to maturity by ComVest into common shares of the Corporation with payment-in-kind interest added to principal and also subject to conversion to common shares of the Corporation; (d) a conversion price equal to US$0.30 per common share, which is equivalent to CDN$0.30 based on the exchange rate in effect on October 31, 2011; (e) to the extent if the Convertible Note is not converted on or before maturity, payment of the outstanding principal and payment-in-kind interest to be paid in cash; and (f) not redeemable by the Corporation during its term and not open for pre-payment.

The principal terms of the Term Note include: (a) cash interest payable at the rate of 12% per annum, payable monthly on the outstanding principal amount commencing three months after closing of the refinancing transaction, with interest increasing to 17% during the continuance of an event of default; (b) no principal payments required until maturity; and (c) repayable in whole or part at any time without penalty.

In addition, the Corporation will be obligated to pay ComVest approximately US$302,598 in principal and accrued interest owed to ComVest under the Existing Indebtedness.  This amount is due and payable by the Corporation on or prior to December 31, 2011 and will accrue interest at the rate of 12% per annum, increasing to 17% in the event that the amount is not paid on or prior to December 31, 2011.

ComVest may, subject to market conditions, make investments in or dispositions of securities of the Corporation.  The transactions referred to herein were entered into in connection with a refinancing of the Existing Indebtedness owed to ComVest by the Corporation.


SOURCE ComVest Capital, LLC

For further information:

Robert O'Sullivan or Louis Colosimo
525 Okeechobee Blvd., Suite 1050
West Palm Beach, Florida USA  33401

Tel: (561) 727-2000
Fax: (561) 727-2100

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