Item 1.01 Entry into a Material Definitive Agreement.
On
The Restated Credit Agreement provides for a senior secured credit facility in
an aggregate principal amount of
Immediately prior to the Closing Date,
The Term Loans bear interest at a rate per annum equal to, at the Company's option, either (i) SOFR plus a margin based on the Company's Total Leverage Ratio (as defined in the Restated Credit Agreement) or (ii) the Base Rate (as defined in the Restated Credit Agreement) plus a margin based on the Company's Total Leverage Ratio. The margin will have ranges of between 0.875% and 2.5% for base rate loans and between 1.875% and 3.5% for SOFR loans The Company will pay a commitment fee based on the average daily unused portion of the commitments under the Restated Credit Facility, a letter of credit fee equal to the margin then in effect with respect to the SOFR loans under the Restated Credit Facility, a fronting fee and any customary documentary and processing charges for any letter of credit issued under the Restated Credit Agreement.
The Restated Credit Agreement provides that the Company may (but is not required to), in consultation with Bank of Montreal in its capacity as a sustainability coordinator, amend the Restated Credit Agreement to establish specified Key Performance Indicators ("KPIs") with respect to certain Environmental, Social and Governance targets of the Company and its subsidiaries. Upon effectiveness of any such amendment, based on the Company's performance against the KPIs, certain adjustments to the interest margin discussed above may be made.
The Term Loans are subject to quarterly amortization payments and will mature on
The Restated Credit Agreement contains (i) certain customary representations and warranties, (ii) certain customary affirmative covenants, (iii) certain customary negative covenants and (iv) certain customary events of default, including certain events of bankruptcy. Upon and during the continuance of a bankruptcy event of default, each borrowing will bear interest at a rate per annum equal to 2.0% plus the rate that otherwise would be applicable to such borrowing.
The foregoing description of the terms of the Restated Credit Agreement is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this Item 2.03 is included in Item 1.01 on this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) - Exhibits Exhibit Number Description of Exhibit 10.1 Amended and Restated Credit Agreement, dated as ofJanuary 12, 2022 by and amongAssetMark Financial Holdings, Inc. , Bank of Montreal, as the Administrative Agent, the Guarantors party thereto, and the Lenders party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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