Item 1.01 Entry into a Material Definitive Agreement.
On April 23, 2020, Anaplan, Inc. (the "Company" or "Anaplan") entered into the
Third Amendment to Credit Agreement and First Amendment to the Collateral
Agreement (the "Third Amendment"), dated as of April 30, 2018, as amended by
that certain Amendment Letter Agreement, dated as of September 27, 2018, and
Amendment to Credit Agreement, dated as of October 3, 2019 (as amended, the
"Credit Agreement"), with Wells Fargo Bank, National Association, as
administrative agent and a lender.
Among other things, the Third Amendment amends the Credit Agreement in order to
(1) increase the aggregate revolving credit commitment amount by $20.0 million,
such that the revolving credit facility now allows the Company to borrow up to
$60.0 million, subject to the terms of the Credit Agreement, including the
accounts receivable borrowing base, (2) extend the maturity date of the
revolving credit facility from April 30, 2020 to April 23, 2022, (3) provide
that revolving credit loans bear interest at the Base Rate, which is the highest
of (A) the prime rate, (B) the federal funds rate plus 0.50% and (C) one month
LIBOR plus 1%, (4) modify the quarterly commitment fee from 0.20% to 0.35% per
annum on the average daily unused amount of the revolving credit commitment
amount, subject to waiver if the Company maintains certain deposits with Wells
Fargo and its affiliates and (5) require the Company to comply with certain
affirmative and negative covenants.
The Credit Agreement contains customary affirmative and negative covenants. The
Third Amendment modifies the financial covenants under the Credit Agreement to
require maintenance of (1) minimum tangible net worth (defined as assets,
excluding intangible assets, less liabilities) as of the last day of any fiscal
quarter of not less than $150.0 million for any quarter ending on or prior to
January 31, 2021 and $125.0 million for any fiscal quarter ending thereafter and
(2) minimum Billings (as defined in the Credit Agreement) for the most recent
twelve months ending as of the last day of any fiscal quarter of not less than
Except as modified by the Third Amendment, the remaining terms of the Credit
Agreement remain the same. The foregoing description of the terms and conditions
of the Third Amendment is not complete and is in all respects subject to the
actual provisions of the Third Amendment, a copy of which has been filed as
Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are attached to this Current Report on Form 8-K:
10.1 Third Amendment to Credit Agreement and First Amendment to
Collateral Agreement, dated as of April 23, 2020, by and among
Anaplan, Inc., Wells Fargo Bank, National Association, as
Administrative Agent, and the lenders party thereto.
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