Beedie Capital Partners to invest $3.5 million in Nightingale
MARKHAM, ON, Aug. 25, 2014 /CNW/ - Nightingale Informatix Corporation ("Nightingale" or the "Company") (TSX-V: NGH), a provider of cloud-based electronic health record (EHR) software and related services, announced that it has received a commitment letter from Beedie Capital Partners (the "Lender") for a $3.5 million investment in the form of a secured term loan (the "Term Loan"). The commitment is subject to a number of conditions, including, the completion of definitive documentation and the receipt of all necessary third party approvals, including the approval of the TSX Venture Exchange.
The Term Loan, which is expected to close in September 2014, will bear interest at a rate of 12% with monthly interest payments being due on the last day of each month and will mature in December 2016. In connection with the Term Loan, the Lender will receive 6.25 million warrants to purchase Nightingale Informatix Corporation Common Shares with an exercise price of $0.16 per share. The warrants will expire on December 31, 2016 if not exercised prior to that time.
"We are very pleased with Beedie Capital's decision to invest in Nightingale," said Sam Chebib, President & CEO of Nightingale. "This investment will allow the Company to focus its efforts on launching its next generation platform, Nightingale EHR ("Nexia"), to drive SaaS revenues in a meaningful way."
The Term Loan shall be subordinate to the Company's existing senior loan facilities and will contain customary covenants, including specific financial and change of control covenants. The Company will pay a commitment fee equal to 2% at the time of Closing.
Proceeds from the Term Loan will be used to for general working capital associated with the launch of the Company's next generation product Nexia, to redeem the outstanding Series B Convertible Debentures in the principal amount of $410,000 and to retire the $1.5 million bridge financing advanced earlier this month.
For more than a decade, Nightingale (TSX-V: NGH) has been delivering innovative cloud-based Electronic Health Record (EHR) and Practice Management solutions to healthcare organizations across the United States and Canada. Our goal is to uncomplicate the day-to-day challenges of healthcare providers. We achieve this by creating software that is truly intuitive—minimizing training and maximizing adoption. We believe so strongly in building easy-to-use software that we structured our entire product team around user-centric design. Our clients are benefiting from this focus through a well-supported and robust solution that presents a holistic view of a person's well-being in a simple, clean interface, so that the best health decisions can be made. Nightingale – One Patient. One Record. www.nightingalemd.com
About Beedie Capital Partners
Beedie Capital Partners ("BCP") www.beediecapital.com provides highly flexible growth financing solutions (debt and/or equity) for small to mid-market companies across a wide variety of industry sectors. Managed by a small core team of decision makers, BCP is highly responsive, creative and flexible with terms, timing and transaction structure. BCP has been actively investing since its establishment in early 2011, with 14 portfolio investments (current and past) and now over $75 million invested or committed since inception. BCP is fully funded by Beedie Development Group, British Columbia's largest private industrial landlord and developer, established in 1954.
Forward Looking Statement
This press release contains "forward-looking statements" respecting the issuance and cancellation of securities of the Company within the meaning of applicable Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward- looking terminology such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may" ,"could", "would", "might", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nightingale to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the speculative nature of the medical software industry, which is affected by numerous factors beyond Nightingale's control; the ability of Nightingale to successfully secure customer contracts and the timing of securing such contracts; the ability of Nightingale to complete and successfully integrate its acquisitions on an accretive basis, Nightingale's access to debt and capital facilities, including compliance with current debt arrangements; the existence of present and possible future government regulation; the significant competition that exists in the medical software industry; the early stage of Nightingale's business, and risks associated with early stage companies, including uncertainty of revenues, markets and profitability and the need to raise additional funding. All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends. Certain material factors or assumptions applied by management in making forward-looking statements, include without limitation, factors and assumptions regarding future trends in healthcare spending, economic conditions affecting Nightingale and North American economies; Nightingale's ability to continue to fund its business, rates of customer defaults, relationships with, and payments to lenders, as well as Nightingale's operating cost structure. In connection with the current announcement, there is no assurance that the Term Loan will be funded on the terms stated or at all.
Although Nightingale has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Nightingale does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws. Further information on Nightingale Informatix Corporation is available at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Nightingale Informatix Corporation