Nazara Plans $100 Million Debt for Bluetile-BestPlay Deal

Nazara plans approximately $100 million of debt to finance most of the remaining consideration for its approximately $303 million acquisition of Bluetile and BestPlay. Management said $85.5 million had been paid and a $77 million October tranche was funded through share issuance, leaving later payments between December and March to debt and internal accruals.

How is Nazara funding the Bluetile-BestPlay acquisition?

Nazara’s funding plan combines cash already paid, proceeds from a completed share issuance, planned debt and internal accruals for an acquisition valued at approximately $303 million. Arun Agarwal said $85.5 million had already been paid, while the unpaid consideration would be settled in three tranches: one in October and two between December and March.

The October payment is $77 million and has already been funded through a share issuance, according to management. Agarwal said Raymond Stauffer and his team invested through that issuance, which had been completed and disclosed to the exchange. On the figures management provided, $162.5 million, comprising the $85.5 million paid and $77 million October tranche, had either been paid or funded at the time of the call.

Management said the planned borrowing would support the two later instalments due between December and March, while internal accruals would fund the balance. Nazara was in discussions with multiple bankers and described the process as being at a very advanced stage, but did not disclose a lender, interest rate, maturity, repayment schedule or final facility terms.

How much debt does Nazara plan to raise?

Nazara plans to raise approximately $100 million in debt after funding the $77 million October tranche through share issuance. Agarwal said discussions with multiple bankers were under way and that the prospective borrowing was intended to fund most of the remaining Bluetile-BestPlay consideration.

The disclosed figures indicate $140.5 million remained after the $85.5 million payment and $77 million October tranche. Subtracting the planned debt from that calculated balance produces $40.5 million, although management described the internal-accrual component only as the “remaining few million dollars” and did not provide a precise amount. The difference between that description and the arithmetic from the approximate transaction value remains unresolved in the transcript.

The financing sequence differs by tranche. Equity proceeds were designated for the October payment, while debt is planned for the December-to-March payments. Nazara did not say whether it expects to draw the debt in one amount or in separate amounts aligned with each of the later instalments.

When are Nazara’s remaining Bluetile-BestPlay payments due?

Nazara said the unpaid acquisition consideration would be paid in three tranches: one in October and two between December and March. It did not provide separate payment dates or dollar amounts for the December and March tranches.

The $77 million October instalment was already funded through the completed share issuance, according to management. Since Nazara had also paid $85.5 million before the call, the October tranche was not presented as dependent on the proposed debt facility. The planned borrowing instead concerns the final two payments.

The timetable makes completion of the banker discussions relevant before the two later instalments fall due between December and March. Although Agarwal called the debt process close to completion, he did not say binding loan agreements had been signed. The final debt structure and timing of funding therefore had not been disclosed.

What does Bluetile-BestPlay add to Nazara’s gaming business?

Bluetile and BestPlay add a mobile-games portfolio whose revenue is primarily generated through in-app advertising. Raymond Stauffer said roughly 95% to 96% of portfolio revenue came from in-app advertising, while in-app purchases accounted for the remaining 4% to 5%.

Management said that mix could change as it releases or scales games with higher in-app-purchase content. Nazara had launched Wildoku about two to three weeks before the call and said the game was under technical testing. It expected to know the title’s metrics shortly, but did not disclose Wildoku revenue, downloads, retention or a date for that assessment.

Nazara also said it had several releases planned in the Bluetile-BestPlay ecosystem during the following year. The 95% to 96% advertising share contrasts with management’s intended focus on titles that may carry a larger in-app-purchase contribution. However, the call included no target for game releases, portfolio revenue or the future share of in-app purchases.

How does the deal fit Nazara’s broader strategy?

Nazara said gaming is its central focus, with mobile, PC and console, and offline gaming as its three pillars. Management said gaming represented 82% of revenue and 100% of earnings before interest, tax, depreciation and amortisation, or EBITDA, before corporate costs in the cited second quarter.

That gaming contribution contrasts with Nazara’s non-gaming holdings, which management said are not core to the company’s future strategy. Nazara said it was looking in the market for non-core assets and planned over time to deconsolidate and monetise them. Management added that those businesses were profitable and were not being offered in a distressed sale or under a fixed internal deadline.

Management said its immediate inorganic-growth priority was integrating Bluetile and transitioning the new centre of excellence, or COE. Nazara said it would continue to review merger and acquisition opportunities but was not aggressively pursuing new transactions while focusing on the Bluetile integration. It said any future acquisition would need to fit its gaming thesis or add capabilities to the wider platform.

Conclusion

Nazara has disclosed a defined funding sequence for the approximately $303 million Bluetile-BestPlay acquisition: $85.5 million already paid, $77 million for October backed by share issuance, approximately $100 million intended from debt and an internal-accrual component for the remainder. The proposed debt is directed at most of the two later payments due between December and March.

The next development to watch is whether Nazara converts its banker discussions into a disclosed debt facility before those December-to-March instalments. Management also plans several Bluetile-BestPlay releases in the following year, while Wildoku remains under technical testing, making title metrics and the portfolio’s advertising-led 95% to 96% revenue mix further operating markers.