Item 1.01 Entry into a Material Definitive Agreement.
The information included pursuant to Item 2.03 is incorporated by reference into
this Item 1.01.
Item 2.03 Regulation FD Disclosure.
On August 24, 2021, Tempo Acquisition, LLC (the "Borrower"), an indirect wholly
owned subsidiary of Alight, Inc. (the "Company") entered into Amendment No. 6 to
Credit Agreement which amended its credit agreement with a syndicate of lenders
(the "Credit Agreement") to (i) incur Third Incremental Term Loans in an
aggregate amount of $525,000,000; (ii) extend the maturity of the Extended
Revolving Credit Commitments to August 31, 2026; (iii) increase the aggregate
Extended Revolving Credit Commitments of all Extended Revolving Credit Lenders
to $294,200,000; and (iv) amend certain other provisions (the "Amendment," and
the Credit Agreement as amended by the Amendment, the "Amended Credit
Agreement"). Bank of America, N.A., Barclays Bank PLC, BMO Capital Markets
Corp., Citibank, N.A., Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA,
JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and RBC Capital
Markets, LLC have each agreed to act as joint lead arrangers and joint
bookrunners for the Amendment and the Third Incremental Term Loans. Blackstone
Securities Partners L.P. and Trasimene Capital Management, LLC have each agreed
to act as a co-manager for the Amendment and the Third Incremental Term Loans,
and in return for the services, each of the entities will receive a fee of
$354,375. The fee became payable upon the Amended Credit Agreement and is
nonrefundable.
The Third Incremental Term Loans bear interest at interest rates based on either
the LIBOR rate (selected by the Borrower for designated interest periods) or the
"alternate base rate" (being the highest of (1) the Wall Street Journal prime
rate, (2) one-month adjusted LIBOR (one-month LIBOR multiplied by the statutory
reserve rate) plus 1%, and (3) the New York Fed Bank Rate, plus 0.5%). With
respect to the Third Incremental Term Loans, the underlying LIBOR rate is
subject to a floor of 0.5% per annum and the "alternate base rate" is subject to
a floor of 0% per annum. The Borrower remains required to pay certain fees in
connection with, and as amended by, the Amended Credit Agreement.
The Amended Credit Agreement (i) continues to contain customary representations
and warranties, covenants, and events of default and (ii) remains secured by the
assets of the Borrower and the Guarantors. Amounts outstanding under the Amended
Credit Agreement may be accelerated upon the occurrence of an event of default.
The maturity of the Third Incremental Term Loans is August 31, 2028.
The description of the Amended Credit Agreement in this Item 2.03 is qualified
in its entirety by reference to the full text of the Amendment, a copy of which
will be filed with the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ending September 30, 2021, and the Credit Agreement, a copy of which is
filed as Exhibit 10.9 with the Company's Current Report on Form 8-K dated
July 12, 2021.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses