Teads Holding Co. Secures $125 Million Non-Recourse A/R Financing

Teads Holding Co. entered into a four-year, $125.0 million non-recourse accounts receivable financing facility on September 30, 2026. The agreement involves Teads Holding Co., OT Midco Inc., and certain subsidiaries, with proceeds designated to fund a portion of the purchase price for receivables acquired from the company's subsidiaries and for general corporate purposes.

The financing structure relies on a network of special purpose vehicles to isolate the assets from the parent company's other liabilities. OT Midco Inc. acts as the master servicer, while FF Cayman AR Ltd. and FF Malta AR Ltd. serve as the borrower SPVs. These entities purchase or accept capital contributions of existing and future accounts receivable from originators including Teads, Inc., Outbrain UK Limited, Teads Limited, Teads France SAS, and Teads Italia S.r.l. The borrower SPVs are separate legal entities whose sole business is purchasing receivables, and their assets are not available to satisfy claims of creditors of the Borrower, any Originators, or any other subsidiaries.

Interest charges on drawn commitments are denominated in U.S. Dollars, Euros, or Sterling. The rates are pegged to three-month Term SOFR, three-month EURIBOR, or daily SONIA, respectively, subject to a 2.50% floor in each case. A margin of 5.15% per annum applies on top of these benchmark rates. The facility also imposes a 25.0% minimum utilization requirement and charges an unused commitment fee of 0.5% per annum on undrawn commitments. Upfront fees, structuring fees, and commitment fees are also payable in connection with the facility.

The borrowing base for the Credit and Security Agreement is calculated based on the outstanding balance of eligible receivables, subject to specific reserves and concentration limits. The borrower SPVs have pledged their ownership interests in the receivables as collateral security for all amounts outstanding under the agreement. Teads Holding Co. has issued a Performance Guaranty to Sound Point Agency LLC, acting as administrative agent and collateral agent, guaranteeing the performance of the Originators' obligations under the Purchase and Sale Agreements and the Borrower's performance as master servicer.

The Credit and Security Agreement is scheduled to terminate on September 30, 2030, unless extended or terminated earlier. Early termination may occur if the outstanding balance of the Borrower's senior secured notes due 2030 exceeds $35.0 million ninety days before maturity, and if liquidity is insufficient to cover the principal repayment of those notes at that time. Standard covenants and termination events apply, including acceleration of amounts owed if borrower SPVs fail to pay due amounts, become insolvent, or face bankruptcy proceedings.