Weil is advising System1, Inc. in a comprehensive transaction to strengthen its capital structure and reduce total debt through a debt exchange agreement with all its existing term loan and revolver lenders, the issuance of new convertible preferred shares, and a full settlement of all outstanding disputes with the System1’s existing lenders. System1 operates flagship internet utilities including CouponFollow, MapQuest and Startpage.com, and a best-in-class customer acquisition and marketing platform powered by artificial intelligence.

Under the exchange agreement transaction, the company will exchange its existing term loan facility, which currently has an outstanding principal balance of $252.6 million and a maturity date in July 2027, and its existing revolving credit facility, which has a balance of $50.0 million and a maturity date in January 2027, for a new $150.0 million term loan facility maturing in January 2031 held by the lenders, the issuance of shares to the lenders of convertible preferred stock with an aggregate initial stated value of $39.3 million, subject to redemption in January 2031, and a one-time cash payment to the Lenders in the aggregate amount of approximately $31.4 million.

The Weil team is led by Restructuring partner Kevin Bostel and Banking & Finance partners Paul Overmyer and Anne Seymour and includes Restructuring associates Michael Creme and Sayre Powers; Banking & Finance associates Kaitlin Bond, Dan Cruickshank, Julia Pjevach and Kia Del Solar; Capital Markets partner Barbra Broudy; Mergers & Acquisitions partner Eoghan Keenan and associate Amanda Kadish; Executive Compensation & Benefits partner Jennifer Britz; Private Equity partner Matt Stewart and associate Michelle Truong; M&A Tax Head Devon Bodoh and associates Carlos Parra and Sydnei Jones; and Complex Commercial Litigation Co-Head Greg Silbert, partner Jennifer Brooks Crozier, counsel Joe Rausch and associates Ryan Hor, Matan Skolnik, Kate Rosenstengel and John Thayer (Not Yet Admitted in New York).