Transition service agreements are common when a large company sells one of its activities or certain non-essential assets to a less demanding buyer or to a newly created company in which management is present, but where the back-office infrastructure has not yet been assembled. They can also be used in carve-outs, in which a large company relocates a split to a separate public company and then provides infrastructure services for a defined period. On May 28, 2020, the company and Barings LLC (including certain fund or advisory accounts it manages, advises or sub-counsel, “barings”) entered into a private placement agreement (the “Private Placement Commitment Agreement”). The Private Investment Commitment Agreement includes a commitment by Barings to acquire US$40.0 million in new Money First Lien Issuer Notes in a private transaction exempt from the registration requirements of the Securities Act of 1933. The company intends to secure commitments for an additional $10.0 million New Money First Link Issuer Notes. In return for the conclusion of the Private Placement Commitment Agreement and additional commitments, the company will pay a total premium of $5 million in the form of New Money First Lienr Notes. Such obligations are or are expected under certain customary conditions. In order to avoid any doubt, no part of the capital can be used to challenge the pledge rights and/or claims in the context of the US$20 million prepea, nor the validity and/or applicability of the transactions provided for in the transaction support agreement or the acquisition agreement. In addition to the above, if you have an amount due to us or one of our related companies under another agreement, PayPal Acquirer may order the deduction of the amounts owed from your payments.
This includes the amounts due by your use of our various products and services that may include PayPal, Venmo and Hyperwallet. Transition service agreements can be extremely difficult to manage if they are not properly defined. As a general rule, poorly developed ASDs give rise to disputes between the buyer and the seller over the extent of the services to be provided. A Transitional Service Agreement (TSA) is an agreement between buyers and sellers, under which the seller concludes his services and know-how with the buyer for a certain period of time, in order to support and allow the buyer his new assets, infrastructure, systems, etc. Forward-Looking Statements This press release contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Forward-looking statements relate to expectations, beliefs, forecasts, plans and strategies for the future, expected events or trends, and similar expressions on topics that are not historical facts, such as statements about our future financial position or results of the business, our outlook and strategies for future growth and the development and introduction of new products.