Item 1.01. Entry into a Material Definitive Agreement.
Exchange Agreements
On
The description of the Exchange Agreements is qualified in its entirety by reference to the full and complete terms of the form of Exchange Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
Term Loan
On
Loans made under the term loan facility will bear interest at an annual rate equal to Term SOFR (which will be subject to a floor of 1.00% and a credit spread adjustment of 0.10%), plus a margin of 6.50%.
The obligations under the Credit Agreement will be guaranteed by the Company's wholly-owned subsidiaries, subject to certain customary exceptions, and secured by a perfected security interest in substantially all of the Company's tangible and intangible assets, as well as substantially all of the tangible and intangible assets of the guarantors.
Mandatory prepayments of the term loan facility are required to be made upon the occurrence of certain events, including, without limitation, (i) sales of certain assets, (ii) receipt of certain casualty and condemnation awards proceeds, and (iii) the incurrence of non-permitted indebtedness, subject to certain thresholds and reinvestment rights. Voluntary prepayments are permitted at any time, subject to certain prepayment premiums.
The Credit Agreement contains a minimum adjusted cash EBITDA financial covenant, a minimum liquidity covenant and a maximum secured leverage ratio financial covenant and contains affirmative and negative covenants customary for transactions of this type, including limitations with respect to indebtedness, liens, investments, dividends, disposition of assets, change in business and transactions with affiliates.
The funding of loans under the Credit Agreement is expected to occur on
The description of the Credit Agreement is qualified in its entirety by reference to the full and complete terms of the Credit Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Warrants
In connection with the term loan facility pursuant to the Credit Agreement, the
Company will issue detachable warrants (the "Warrants") to purchase an aggregate
of 3,100,000 shares of the Company's common stock with a five-year term and an
exercise price of
The description of the Warrants is qualified in its entirety by reference to the full and complete terms of the form of Warrant, which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Item 3.02. Unregistered Sales of
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The New Notes are expected to be issued to the Exchange Participants in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by the Exchange Participants and the Purchasers in the Agreements. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
An aggregate of 3,100,000 shares of Common Stock will be issued upon exercise of
the Warrants, in accordance with the terms and conditions set forth in the
Warrants, in a private placement in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act. The Company is relying on
this exemption from registration based in part on representations made by
As of
Item 8.01. Other Events.
On
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Form of Exchange Agreement for the 2028 Notes 10.2 Term Loan Credit Agreement, dated as ofAugust 3, 2022 , by and among8x8, Inc. ,Wilmington Savings Fund Society , FSB, as administrative agent, and the lenders party hereto 10.3 Form of Warrant to Purchase Common Stock 99.1 Press Release issuedAugust 3, 2022 99.2 Press Release issuedAugust 3, 2022 104 Cover Page Interactive Data File (embedded as Inline XBRL document)
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