Zix Corporation has entered into a definitive agreement to acquire AppRiver for $275 million in cash. In connection with True Wind's convertible preferred equity investment, Zix has agreed to appoint Founding Partner James H. Greene, Jr., and Principal Brandon Van Buren to the company's board of directors, effective upon closing of the investment. Following Messrs. Greene's and Van Buren's appointments, Zix's board of directors will expand to eight directors, including six independent directors and two directors (CEO David Wagner and former, now retired CEO Richard Spurr) who do not qualify as “independent” under applicable Nasdaq rules. Mr. Greene co-founded True Wind Capital in 2014. He currently serves on True Wind's investment committee and is responsible for managing the firm's day-to-day operations. Mr. Van Buren joined True Wind in 2017. Previously, he was a Principal at Google Capital, Alphabet's private investment arm, where he led growth equity investments within the technology, media, and telecommunications sectors.

Zix received a commitment letter from SunTrust Bank and KeyBanc Capital Markets with regard to a new five-year $175 million term loan and a $25 million revolving credit facility. The debt financing is expected to close simultaneously with the closing of the AppRiver acquisition. Key terms of the committed financing include the following: Five-year $175 million secured term loan; proceeds to be used to partially fund the AppRiver acquisition; Five-year $25 million secured revolving credit facility; proceeds to be available for general corporate purposes; Interest rate expected to be LIBOR plus 3.50%, subject to potential flex options, with future step-downs as Zix's leverage reduces; Term loan expected to require 0.25% per quarter amortization, with annual excess cash flow prepayments if Zix's total leverage ratio exceeds certain thresholds; Debt financing expected to include a maximum total net leverage ratio covenant; Debt not expected to require a prepayment fee.