Payoneer Global Inc. Debt Disclosure

​

​

​

​

​

​

NOTE 14 – DEBT

​

On October 28, 2021, Payoneer Early Payments Inc. (“PEPI”), a wholly-owned second tier subsidiary of the Company and its subsidiary (the “Borrower”) entered into a Receivables and Loan Security Agreement (the “Warehouse Facility”) with Viola Credit VI, L.P. (currently known as Viola Credit ALF II, L.P.), Viola Credit Alternative Lending FNX SPV, L.P. (the “Lenders”) and Viola Credit Alternative Lending Management 2018 L.P. (collectively, the “Parties”) for the purpose of external financing of Capital Advance activity. The Company notes that the Lenders are related parties through the Company’s Board of Directors’ chairman’s ownership interest in the Lenders. Refer to Note 26 for further information regarding related party considerations.

In accordance with the Warehouse Facility, the Lenders made available to the Company an initial committed amount of $25,000, which was permitted to be increased at the request of the Company, and with the consent of the Lenders, in $25,000 increments up to $100,000. The associated borrowings were secured by the assets of the Borrower, which consist primarily of capital advance receivables as well as a pledge of the equity of the Borrower. The recourse under the Warehouse Facility was limited to Borrower's assets, and no other Payoneer entity guaranteed repayment by the Borrower. At December 31, 2024 and 2023, respectively, $0 and $32,468 was pledged as collateral and included within Capital advance receivables on the consolidated balance sheets.

The Warehouse Facility stipulated a borrowing base calculated at an advance rate of 80% out of the eligible portfolio outstanding receivables balance.

On and after July 1, 2023, the Warehouse Facility bore interest at the sum of the Daily Simple SOFR and 0.26161% plus:

Prior to July 1, 2023, interest on the facility was calculated as the greater of 0.25% or LIBOR plus the additional percentage amounts per annum based on commitment amount noted above.

On June 8, 2022, the Warehouse Facility was amended to create a condition that the total interest rate, calculated as the sum per above, was not to exceed 10.5% per annum for all outstanding balances.

The revolving period of the facility was 36 months from the closing date and the maturity date is 42 months from the date the Warehouse Facility was entered into. The Warehouse Facility reached its scheduled revolving period termination date on October 28, 2024, and the Company has repaid all outstanding borrowings. The Warehouse Facility is set to be automatically terminated on April 28, 2025.

The Company recorded expenses included in transaction cost in the total amount of $1,399, $1,781 and $1,491 for the years ended at December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, there was no outstanding associated balance on the consolidated balance sheets. As of December 31, 2023, the outstanding associated balance was $18,411, included within long-term debt on the consolidated balance sheets, with $168 of accrued expenses included in Other payables.

​