Razor Group Holdings II: Merger Announced With Infinite Commerce

Remains Rated CCR 5 And An Important Underperformer

August 29, 2025

The last time we wrote about Razor Group, the e-commerce aggregator was - once again - in a "liquidity crunch":

BlackRock - which includes its public BDC BlackRock TCP (TCPC) - has advanced - or will - up to $30mn in new debt to the company. In addition, there is talk that BlackRock and other owners of Razor are trying to merge the company with another e-commerce aggregator.

Five months later we hear that the merger has occurred. Razor will combine with Infinite Commerce, as detailed in an August 28, 2025 press release:

 Whele, LLC ("Razor Group" or "Razor"), a global consumer goods holding company focused on acquiring and scaling profitable e-commerce brands, and Infinite Commerce ("Infinite"), a premier developer and seller of consumer products on e-commerce marketplaces, today announced a merger that will create a global aggregator leader of online marketplace merchants.  The newly combined company, which will be headquartered in Berlin and Boston and operate under the Razor brand, brings together industry-leading scale and a fully integrated technology platform that enables the business to continue to automate its e-commerce operations. The combined entity will manage an assortment of products across various online channels in the US, UK and EU.

That's about all we know because financial terms - or the companies recent financial performance - were not divulged. We did note, though, this hopeful statement at the bottom of the press release: "Through this strategically merged structure, the business is expected to achieve industry leading profitability in the second half of the year and will invest in organic product development to reignite growth in 2026".

Call us a cynic but that suggests the capital providers - including TCPC - may have to ante up some more funds - if they have not already - to push the combined company over the goal line.

For our part, we are not ready - with the information available - to change Razor Group's corporate credit rating (CCR) of 5 - non-performing - or to change our estimate that any ultimate loss will be in the 75%-100% range. As of June 2025, most of TCPC's debt to Razor was on non-accrual and either written to zero or greatly discounted. Equity owned by the BDC was valued at zilch. TCPC has $90mn at cost to Razor on its books but has booked realized losses previously. Overall, the BlackRock BDCs have $211mn outstanding but used to have over $340mn advanced before losses were booked, according to Advantage Data/Solve. See the Company File and the Razor Group Company Profile.

BDC CREDIT CONFIDENTIAL

Big Deal

For Blackrock - and TCPC - the ultimate outcome at Razor is very important. The asset manager took a very large, bold position in the e-commerce aggregation market during Covid and has been badly mauled subsequently. Management has repeatedly insisted that - eventually - this will all work out in the end as the industry consolidates. BlackRock and TCPC have remained active in Razor and a number of similar companies besides. (Think Thrasio, which is also not going well but where BlackRock is only one of many asset managers with BDCs involved, and SellerX, which was just returned to performing status in the IIQ 2025 but only after a realized loss was booked.).

Making an underwriting mistake is just part of being a lender. What is different about TCPC compared to some of its peers is that the asset manager and its BDCs relied on the view of its analysts to commit above average amounts of capital to the sector. Some other BDCs have a granular diversification strategy and never place too much money on any one company or segment.

We wrote this at the BDC Reporter some time ago at the BDC Reporter:

"Of the 16 underperforming [TCPC] companies we identified, 12 had a cost balance above the portfolio average. In the case of Razor Group – for example – the outstandings are 5x greater than the average. If TCPC had kept its exposure to those 12 companies at $12.5mn, the total cost of its troubled investments would be (60%) lower."

Furthermore, BlackRock's faith in its "vision" for e-commerce - very similar to what an equity analyst might have but without the possibility of a corresponding return - has probably contributed to the substantial amounts of capital they have continued to add to "rescue" these e-commerce businesses. Another approach that a lender could have taken would be to "cut their losses" and walk away.

We're not being judgmental here but pointing out to our readers the differences in approach we're noticing where credit is concerned amongst the many BDCs operating in our coverage universe.