A consortium of Wall Street banks led by JPMorgan is exploring a $1.35bn debt financing package to support the merger of Xplor Technologies and Clubessential Holdings, backed by Advent International, according to a Bloomberg report.

The financing, likely structured as an incremental term loan, would refinance Clubessential’s existing debt while leaving Xplor’s outstanding debt in place. It will be accompanied by around $850m in fresh equity, alongside $3.4bn of rolled equity from Xplor shareholders and over $1bn from Clubessential investors.

Advent International, which owns Xplor, will hold the majority stake in the combined company, while Battery Ventures and Silver Lake, backers of Clubessential, will remain minority shareholders. The deal, announced earlier this month, is expected to close by the end of 2025.

Randy Eckels, CEO of Clubessential, will lead the merged entity. Xplor’s chief executive Pamela Joseph will join the board as a non-executive director.

Both companies have been active in the debt markets in recent months. Clubessential raised $625m via leveraged loans in February to refinance debt and fund an acquisition, while Xplor repriced a $750m loan in December, led by JPMorgan.

If completed, the transaction would underscore private equity’s growing role in consolidating the software and payments sector, with large-scale financing solutions from both banks and private capital supporting transformational deals.

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