[8-K] BRC Group Holdings, Inc. Reports Material Event
BRC Group Holdings, Inc. (symbol: RILY) is the issuer of record for a Form 8-K filing submitted to the SEC.
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Rhea-AI Filing Summary
BRC Group Holdings, Inc. (symbol: RILY) is the issuer of record for a Form 8-K filing submitted to the SEC.
Filing Explained
If completed, Sangoma holders would receive cash and BRC shares and own about four percent of pro forma BRC; closing remains pending.
On
At closing, each Sangoma share would receive
The transaction is to be funded in part by a
The loan commitment is subject to stated conditions, including the transaction closing, but the acquisition agreement is not subject to a financing condition.
At closing, the new facility is to replace the existing telecom credit agreement, which had
A separate amendment to BRC’s Oaktree credit agreement requires the borrower to use 50% of cash distributions received from a telecom subsidiary to prepay term loans, subject to a prepayment premium.
The filing expects closing in January 2027, with the shareholder vote and court and regulatory approvals still to be obtained.
8-K Event Classification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Arrangement Agreement
On September 28, 2026, BRC Group Holdings, Inc. (“BRC” or the “Company”), 1001755979 Ontario Inc. (the “Purchaser”), a wholly-owned subsidiary of BRC, and Sangoma Technologies Corporation (“Sangoma”) entered into a definitive agreement (the “Arrangement Agreement”) pursuant to which the Purchaser agreed to acquire all of the issued and outstanding common shares of Sangoma (the “Sangoma Shares”) by way of a court-approved plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Ontario) (the “Transaction”).
Pursuant to the terms of the Arrangement Agreement, Sangoma shareholders (“Sangoma Shareholders”) will receive 0.04767 of a common share of BRC (each whole share, a “BRC Share”) and US$4.925 in cash for each Sangoma Share held (the “Consideration”). The BRC Shares issuable as Consideration are expected to be issued in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended, based on the court’s approval of the Plan of Arrangement.
Additionally, each outstanding Sangoma restricted share unit, performance share unit (“PSU”) and deferred share unit which remains outstanding at the effective time of the Transaction (the “Effective Time”) will be cancelled and terminated in exchange for a cash payment equal to US$5.225 (the “Consideration Value”) multiplied by the number of Sangoma Shares subject to such award (net of applicable withholdings), with the value of each PSU determined based on achievement of performance goals at 100% of target. Outstanding options to purchase Sangoma Shares (“Legacy Options”) will be cancelled in exchange for a cash payment equal to the amount, if any, by which the Consideration Value exceeds the applicable exercise price of such Legacy Option, multiplied by the number of Sangoma Shares subject to such Legacy Option.
The Transaction requires the approval of at least: (i) 66⅔% of the votes cast by Sangoma Shareholders in person or by proxy at the special meeting of securityholders to be called by Sangoma to approve the Transaction (the “Meeting”); and (ii) a simple majority of the votes cast by Sangoma Shareholders in person or by proxy at the Meeting, excluding those votes attached to Sangoma Shares held by persons required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Each of the directors and senior officers of Sangoma, collectively holding approximately 27% of the outstanding Sangoma Shares, have entered into Voting Support Agreements (as defined below) with BRC and the Purchaser, pursuant to which they have agreed, among other things, to vote their Sangoma Shares and convertible securities (together, the “Subject Securities”) in favor of the Transaction. See “Voting Support Agreements”.
In addition to securityholder and court approvals, the Transaction is subject to applicable regulatory approvals (including approvals of the Toronto Stock Exchange (“TSX”) and the Nasdaq Stock Market (“NASDAQ”) and clearance under U.S. antitrust laws) and the satisfaction of certain other closing conditions customary for a transaction of this nature. The Arrangement Agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. The Transaction is not subject to a financing condition. Additionally, a termination fee of US$5,397,000 is payable to the Purchaser (or as directed by the Purchaser) by Sangoma in certain circumstances if the Transaction is not completed. Details regarding these and other terms of the Transaction are set out in the Arrangement Agreement.
Subject to the satisfaction of the closing conditions, the Transaction is expected to close in January 2027. The Sangoma Shares are expected to be delisted from the TSX and the NASDAQ after closing of the Transaction.
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The Board of Directors of Sangoma (the “Board”) appointed a special committee of independent directors (the “Special Committee”) to, among other things, consider and make a recommendation to the Board with respect to the Transaction. After consultation with its financial and legal advisors, and on the unanimous recommendation of the Special Committee, the Board unanimously determined that the Transaction is in the best interests of Sangoma and approved the Arrangement Agreement. Accordingly, the Board and the Special Committee unanimously recommend that Sangoma Shareholders vote in favor of the Transaction.
ATB Capital Markets Corp. has provided an opinion to the Special Committee and the Board stating that, as of the date of such opinion and based upon and subject to the various assumptions, limitations, qualifications and scope of review set forth therein, the consideration to be received by Sangoma Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Sangoma Shareholders.
Full details of the Transaction will be included in the meeting materials to be prepared by Sangoma in connection with the Meeting, which are expected to be mailed to Sangoma Shareholders and filed under Sangoma’s profile on SEDAR+ at www.sedarplus.ca.
The foregoing description of the Arrangement Agreement and the Transaction contemplated thereunder, including the Plan of Arrangement, is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Arrangement Agreement has been included as an exhibit to this Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about BRC, the Purchaser, Sangoma or their respective subsidiaries. The representations, warranties and covenants contained in the Arrangement Agreement were made only for purposes of the Arrangement Agreement as of the specific dates therein, were solely for the benefit of the parties thereto, may be subject to qualification and limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties. Further, investors should read the Arrangement Agreement not in isolation, but only in conjunction with the other information that BRC includes in reports, statements and other filings it makes with the Securities and Exchange Commission (“SEC”) and the applicable Canadian securities regulatory authorities.
Voting Support Agreements
In connection with the execution of the Arrangement Agreement, BRC and the Purchaser entered into voting support agreements with each of the directors and senior officers of Sangoma (the “Voting Support Agreements”).
Pursuant to the Voting Support Agreements, the directors and senior officers of Sangoma party thereto have agreed, among other things, to vote their respective Subject Securities (i) in favor of the approval of the Transaction, including the special resolution approving the Plan of Arrangement (the “Arrangement Resolution”) and (ii) against any acquisition proposal and any other proposed action, proposal, transaction, agreement or other matter which would reasonably be expected to adversely affect, prevent, materially delay, impede, interfere with or inhibit the completion of the Transaction. The Voting Support Agreements will terminate automatically upon the earliest of: (i) the Effective Time; and (ii) the termination of the Arrangement Agreement in accordance with its terms. In addition, the Voting Support Agreements may be terminated upon delivery of written notice if, without the supporting shareholder’s prior written consent, there occurs (i) a decrease in the aggregate Consideration, (ii) an adverse change in the form of consideration payable, (iii) any other material amendment or modification to the Transaction or the Arrangement Agreement that is materially adverse to the supporting shareholder, or (iv) a material breach by BRC or the Purchaser of any representation, warranty or covenant under the Voting Support Agreements or the Arrangement Agreement.
The foregoing description of the Voting Support Agreements does not purport to be complete and is qualified in its entirety by reference to the Voting Support Agreements, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Financing and Debt Commitment
The Transaction will be funded through a combination of debt financing, an equity contribution from BRC of approximately $38 million and an equity contribution from the BRC telecommunication subsidiaries of approximately $16 million.
In connection with the Transaction, Banc of California, Axos Bank and Israel Discount Bank of New York (such commitment parties, the “Commitment Parties”) issued a Commitment Letter (the “Commitment Letter”) to BRPI Acquisition Co LLC, United Online, Inc., YMax Corporation and Lingo Management, LLC whereby the Commitment Parties have committed, subject to the terms and conditions set forth therein, to provide senior secured term loans in an aggregate principal amount of $212,255,000 (“Commitment Amount”) payable in connection with the Transaction. The term loans are expected to be part of an amendment and refinancing (“New Telecom Facility”) of the existing Amended and Restated Credit Agreement, dated as of January 6, 2025, by and among BRPI Acquisition Co LLC, Lingo Management, LLC, United Online, Inc., and YMAX Corporation, the subsidiaries of the borrowers party thereto, Banc of California and the lenders party thereto (as amended, the “Existing Telecom Credit Agreement”). The New Telecom Facility is expected to have materially similar terms and replace the Existing Telecom Credit Agreement and be subject to usual and customary representations and warranties, covenants and events of default customary for facilities of this type. Upon closing of the Transaction, the New Telecom Facility will replace the Existing Telecom Credit Agreement that had $71,500,000 outstanding as of September 30, 2026 and the outstanding balance on the New Telecom Facility will be equal to the Commitment Amount.
The availability of the financing contemplated by the Commitment Letter is subject to customary terms and conditions for transactions of this nature, including the consummation of the Transaction substantially concurrently with the funding of the financing, the accuracy of certain representations and warranties, the absence of specified material adverse effects, the delivery of customary documentation and other conditions set forth in the Commitment Letter.
Oaktree Credit Agreement Amendment No. 6, Consent and Waiver
On September 28, 2026, BRC and its wholly owned subsidiary BR Financial Holdings, LLC (the “Borrower”) entered into Amendment No. 6 to Credit Agreement, Consent and Waiver (“Amendment No. 6”) which amends that certain Credit Agreement, dated as of February 26, 2025, by and among BRC, Borrower, each of the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and as collateral agent (as amended by Amendment No. 1 to Credit Agreement and Guarantee and Collateral Agreement dated as of March 24, 2025, Amendment No. 2 to Credit Agreement dated as of July 8, 2025, Amendment No. 3 to Credit Agreement dated as of October 8, 2025, Amendment No. 4 to Credit Agreement dated as of January 14, 2026 and Amendment No. 5 to Credit Agreement dated as of August 7, 2026, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Credit Agreement.
Amendment No. 6 made amendments and included certain consents and waivers required for the Transaction. Amendment No. 6 amended and restated Section 2.10(c) to add a requirement that the Borrower shall use 50% of any cash distributions received by any Loan Party from a Telecom Subsidiary (as such term is defined in the Credit Agreement) to prepay the Term Loans, subject to payment of the Prepayment Premium. Amendment No. 6 also provided consent for the Transaction and waived certain covenants, including an indebtedness covenant (Section 6.01(p)(ii)), investment covenants (Section 6.06) and a covenant prohibiting certain guarantees (Section 6.01(b)). The consent and waivers were provided solely to the extent needed to allow the Transaction to occur in accordance with the Arrangement Agreement.
The foregoing description of Amendment No. 6 is qualified in its entirety by reference to the full text of Amendment No. 6 filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein to the extent required to be disclosed under this Item 2.01.
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Item 7.01 Regulation FD Disclosure.
On September 28, 2026, BRC issued a press release announcing the Transaction. A copy of such press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that BRC expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Cautionary Language Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, statements regarding the Arrangement and the closing thereof, the anticipated debt commitment, the Company’s or Sangoma’s future results of operations and financial position, the Company’s and Sangoma’s business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated operations of the Company and Sangoma, the anticipated benefits of the Arrangement, and the expected operation of Sangoma as a subsidiary of the Company after the transaction. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “potential,” or “continue,” or the negative of these terms or other comparable terminology. The absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain.
Actual results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties, including, without limitation: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; the risk that the debt commitment may not be advanced in the anticipated timeframe; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive Arrangement Agreement; the inability to complete the transactions contemplated by the Arrangement Agreement, including due to failure to obtain the Required Securityholder Approval or to satisfy the other conditions to closing in the Arrangement Agreement; the risk that the transaction disrupts current plans and operations of the Company or Sangoma as a result of the announcement and consummation of the transaction; the ability to realize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the Company and Sangoma to integrate their operations, grow and manage growth economically, and hire and retain key employees; costs related to the transaction; changes in applicable laws or regulations; the possibility that Sangoma or the Company may be adversely affected by other economic, business, and/or competitive factors; changes in market demand for the Company’s services and products; changes in economic, market, or regulatory conditions; and other risks and uncertainties as more fully described in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026, and other filings the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov.
Readers are cautioned not to place undue reliance on these and other forward-looking statements contained herein. The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events, except as required by law. The Company’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments it may make.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 2.1* | Arrangement Agreement, dated as of September 28, 2026, by and among BRC, 1001755979 Ontario Inc. and Sangoma Technologies Corporation. | |
| 10.1* | Form of Voting Support Agreement, dated as of September 28, 2026, by and among BRC, the Purchaser and each of the Supporting Shareholders. | |
| 10.2 | Amendment No. 6 to Credit Agreement, Consent and Waiver, dated as of September 28, 2026, among BRC, BR Financial Holdings, LLC, each of the lenders party thereto and Oaktree Fund Administration, LLC | |
| 99.1 | Press Release, dated September 28, 2026, issued by BRC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain schedules and exhibits to Exhibits 2.1 and 10.1 have been omitted pursuant to Item 6.01(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or is staff upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRC Group Holdings, Inc. | ||
| By: | /s/ Scott Yessner | |
| Name: | Scott Yessner | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: October 1, 2026
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Exhibit 99.1
BRC Group Holdings, Inc. Agrees to Acquire Sangoma Technologies Corporation to Scale Communications Portfolio
| ☐ | Transaction values Sangoma at an enterprise value of approximately $204 million (C$289 million) |
| ☐ | On a combined basis, BRC communications businesses and Sangoma generated approximately $441 million in trailing-twelve-month revenue as of June 2026 |
| ☐ | BRC’s communications businesses generated approximately $52 million of segment income on a trailing-twelve-month basis as of June 2026 |
LOS ANGELES AND TORONTO, ONTARIO — September 28, 2026 — BRC Group Holdings, Inc. (NASDAQ: RILY) (“BRC” or the “Company”), a diversified holding company, and Sangoma Technologies Corporation (TSX: STC; NASDAQ: SANG) (“Sangoma”), a trusted industry leader delivering cloud-based, on-premises, and hybrid communications solutions, today announced a definitive agreement under which a wholly owned subsidiary of BRC will acquire all issued and outstanding common shares of Sangoma. The transaction values Sangoma at an enterprise value of approximately $204 million (C$289 million).
Bryant Riley, Chairman and Co-CEO of BRC Group Holdings, said: “Our communications portfolio is a proven engine for cash generation, and we believe acquiring a scaled operator like Sangoma accelerates our recurring revenue and earnings power. Through this transaction, we are deploying capital where we see the most compelling opportunity to add durable, recurring cash flow while expanding the enterprise-grade capabilities that our communications portfolio companies offer to the market.”
Ananth Veluppillai, CEO of BRC Telecom, added: “Over the last decade, we have built an ecosystem that allows established communications businesses to operate at their full potential. We have successfully brought five companies onto this platform, providing the operational stability they need to serve their customers while generating significant, sustainable value. Sangoma has built an incredible enterprise-grade architecture and a highly loyal customer base. By combining their strengths with our proven operating model, we are creating a more robust platform for both our customers and our shareholders.”
Strategic Acquisition of Sangoma
Founded in 1984 and headquartered in Markham, Ontario, Sangoma serves more than 100,000 business customers across a base of over 2.7 million unified-communications seats. Its comprehensive solutions span UCaaS, contact center, CPaaS, and connectivity. The platform offers the extensibility to serve customers from small business through the mid-market, anchored by robust, enterprise-grade architecture.
BRC Group Holdings, Inc. | www.brcgh.com
The addition of Sangoma’s capabilities - including its AI-enabled customer experience and contact-center solutions - significantly expands the range of offerings within BRC’s communications portfolio, complementing its established strengths in the SMB and enterprise markets. Upon closing, Sangoma will be held as part of BRC Telecom, BRC’s portfolio of communications businesses, currently comprised of UOL, magicJack, Marconi Wireless, and Lingo (which includes BullsEye Telecom).
BRC’s communications portfolio was formed on the basis of acquiring mature, late-stage companies with predictable revenues, strong gross margins, and meaningful cash flow potential. Since 2016, the Company has acquired five communications businesses with an aggregate total investment of approximately $303 million. Through 2026, these businesses have generated approximately $411 million in cumulative cash distributions — approximately 1.4x their total acquisition cost. On a trailing-twelve-month basis as of June 2026, BRC’s communications businesses generated approximately $52 million of combined segment income.
BRC’s communications portfolio continues to execute against plan as a reliable engine of cash generation, and the addition of Sangoma represents an ideal continuation of this acquisition thesis. On a combined, trailing-twelve-month basis as of June 2026, BRC’s communications businesses and Sangoma generated approximately $441 million of revenue, reflecting approximately $241 million from BRC’s communications businesses and approximately $200 million from Sangoma, as reported by Sangoma.
Transaction Detail
The transaction will be completed by way of a plan of arrangement under the Business Corporations Act (Ontario). Under the terms of the agreement, Sangoma shareholders will receive $4.925 in cash and 0.04767 of a BRC share for each Sangoma share held. In the aggregate, Sangoma shareholders will receive approximately $170 million in cash and approximately $10 million in BRC shares. Upon completion, current Sangoma shareholders will hold approximately 4% of BRC’s pro forma outstanding shares. In connection with the closing of the transaction, the shares of Sangoma will be delisted from the Toronto Stock Exchange and Nasdaq Stock Market, and BRC will become a reporting issuer under applicable Canadian securities laws.
The transaction is expected to be partially funded through an amended and restated $215 million senior secured term loan facility at BRC’s communications-platform level, together with an equity contribution from BRC. The facility will also be used to retire the existing debt of BRC’s communications businesses. Banc of California is serving as sole lead arranger, bookrunner, and administrative agent on the facility, together with Axos Bank and Israel Discount Bank of New York as lenders. The transaction is not subject to any financing condition.
The transaction has been unanimously approved by the board of directors of BRC and the board of directors of Sangoma. Completion is subject to approval by at least two-thirds of the votes cast by holders of Sangoma shares present in person or represented by proxy at a special meeting of Sangoma shareholders (the “Meeting”), a simple majority of the votes cast by holders of Sangoma shares present in person or represented by proxy at the Meeting, excluding the Sangoma shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, applicable court and regulatory approvals, and other customary closing conditions. The transaction is expected to close no later than early 2027.
BRC Group Holdings, Inc. | www.brcgh.com
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Advisors
Blake, Cassels & Graydon LLP is acting as Canadian legal counsel and Choate, Hall & Stewart LLP, Klein Law Group PLLC and The NBD Group, Inc. are acting as US legal counsel to BRC. ATB Cormark Capital Markets is acting as the exclusive financial advisor and fairness opinion provider to Sangoma. Goodmans LLP is acting as Canadian legal counsel and Norton Rose Fulbright LLP is acting as US legal counsel to Sangoma.
About BRC Group Holdings, Inc.
BRC Group Holdings, Inc. (NASDAQ: RILY) is a diversified holding company with operations in financial services, communications, and retail, alongside investments in equity, debt, and venture capital. Our core financial services platform provides small-cap and middle-market companies with customized end-to-end solutions at every stage of the enterprise life cycle. Our investment banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business provides financial planning services, including brokerage, investment management, insurance, and tax preparation. Our communications businesses provide consumer and business services including traditional, mobile, and cloud phone, internet and data, security, and email. Our consumer products and retail businesses provide mobile computing accessories and home furnishings. BRC Group deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brcgh.com.
About Sangoma Technologies Corporation
Sangoma (TSX: STC; NASDAQ: SANG) is a leading business communications platform provider with solutions that include its award-winning UCaaS, CCaaS, CPaaS, and Trunking technologies. The enterprise-grade communications suite is developed in-house; available for cloud, hybrid, or on-premises setups. Additionally, Sangoma provides managed services for connectivity, network, and security. A trusted communications partner with over 40 years on the market, Sangoma has over 2.7 million UC seats across a diversified base of over 100,000 customers. Sangoma has been recognized for nine years running in the Gartner UCaaS Magic Quadrant. As the primary developer and sponsor of the open source Asterisk and FreePBX projects, Sangoma is determined to drive innovation in communication technology continuously. For more information, visit www.sangoma.com.
Additional Information and Where to Find It
In connection with the proposed acquisition of Sangoma, Sangoma expects to call a special meeting of its shareholders and to prepare and make available to its shareholders a management information circular (the “Circular”) containing important information about the proposed transaction. SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
BRC Group Holdings, Inc. | www.brcgh.com
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Shareholders and other interested parties will be able to obtain a free copy of the Circular (when available), together with other documents filed by Sangoma with the Canadian securities regulatory authorities, under Sangoma’s profile on SEDAR+ at www.sedarplus.ca and, to the extent furnished or filed with the U.S. Securities and Exchange Commission (the “SEC”), on the SEC’s website at www.sec.gov. Copies of these documents may also be obtained free of charge on Sangoma’s investor relations website at https://sangoma.com/company/investor-relations. Information regarding BRC is available in the documents it files with the SEC, which are available free of charge on the SEC’s website at www.sec.gov and on the Company’s investor relations website at https://ir.brcgh.com.
As a “foreign private issuer” within the meaning of the U.S. federal securities laws, Sangoma’s solicitation of proxies from its shareholders is not subject to the proxy rules under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended. This communication does not constitute a solicitation of any proxy, vote, or approval.
No Offer or Solicitation
This communication is for informational purposes only and does not constitute an offer to buy, or the solicitation of an offer to sell, any securities, or a solicitation of any proxy, vote, or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The BRC Shares to be issued as Share Consideration are expected to be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof, based on the court’s approval of the plan of arrangement. No offering of securities shall be made except by means of a docum ent meeting the requirements of applicable securities laws.
Financial Information
Financial information for Sangoma is derived from Sangoma’s audited financial statements for the year ended June 30, 2026 and such financials are prepared in accordance with IFRS and have not been reconciled to the financial reporting standards of BRC.
Forward-Looking Statements
Statements made in this press release that are not descriptions of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding: the proposed acquisition of Sangoma and its expected timing and completion; the anticipated performance of the Company’s communications businesses; the sources and availability of funds for the Transaction; the issuance of BRC Shares as Share Consideration; and the anticipated benefits of the Transaction, including expected cash flows or synergies. These statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially, including: that the Transaction may not be completed on the anticipated terms or timeline, or at all; the failure to satisfy closing conditions, including the required approval of Sangoma’s shareholders and applicable court and regulatory approvals; that the anticipated benefits of the Transaction may not be realized in the amounts or within the timeframe expected; that the businesses may not be operated or integrated as anticipated; that Sangoma’s recent operating results reflect declining Adjusted EBITDA and reduced guidance, and there can be no assurance that prior revenue growth rates or margins will be restored; the incurrence of additional indebtedness and the Company’s ability to service it; dilution to existing BRC shareholders resulting from the issuance of BRC Shares as Share Consideration; that the BRC Shares may not be issued on a basis exempt from registration under applicable securities laws; competitive, technological, and regulatory developments in the cloud-communications and UCaaS markets; potential disruption to the Company’s businesses, management, or personnel; macroeconomic conditions, including interest rate fluctuations and inflation; volatility in the financial markets and general economic conditions; and other risks and uncertainties detailed from time to time in the Company’s periodic reports filed with the SEC, including, without limitation, the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update them, except as required by law.
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Contacts
For BRC Group Holdings
Mike Frank | Investor Relations | ir@brcgh.com
Jo Anne McCusker | Media Relations | press@brcgh.com
For Sangoma Technologies Corporation
Samantha Reburn | Chief Legal & Administrative Officer | investorrelations@sangoma.com
BRC Group Holdings, Inc. | www.brcgh.com
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