Teads Holding Co. entered into a four-year, $125.0 million non-recourse accounts receivable financing facility on September 30, 2026. The transaction involves OT Midco Inc. (the Borrower) and certain of its subsidiaries. The facility is designed to fund the purchase price of accounts receivable acquired from Teads and its subsidiaries, as well as for general corporate purposes.
The financing structure involves the creation of Special Purpose Vehicles (SPVs), including FF Cayman AR Ltd. and FF Malta AR Ltd., which act as buyers of the receivables. Teads and its subsidiaries, including Teads, Inc., Outbrain UK Limited, Teads Limited, Teads France SAS, and Teads Italia S.r.l., are designated as originators. These entities will sell or contribute their existing and future accounts receivable to the SPVs.
Under the Credit and Security Agreement, the SPVs pledge their ownership interests in the receivables as collateral security for loans obtained from lenders. The Borrower acts as the master servicer, responsible for administrative and collection services for a fee. Teads Holding Co. has also entered into a Performance Guaranty to ensure the performance of the originators and the Borrower under the agreements.
The facility is subject to specific terms regarding interest rates, which are calculated based on the three-month Term SOFR, three-month EURIBOR, or daily SONIA, subject to a 2.50% floor, plus 5.15% per annum. The agreement includes a 25.0% minimum utilization requirement and an unused commitment fee of 0.5% per annum. The Credit and Security Agreement is scheduled to terminate on September 30, 2030, subject to early termination events or extensions.
