Item 1.01 Entry into a Material Definitive Agreement.
Transaction Overview. On
Transaction Details. On
The 2021 Credit Agreement provides borrowings in the form of: (i) a
The interest rates under the 2021 Credit Agreement are based upon CSG's choice of an adjusted LIBOR rate plus an applicable margin of 1.375% - 2.125%, or an alternate base rate ("ABR") plus an applicable margin of 0.375% - 1.125%, with the applicable margin, depending on CSG's then-net secured total leverage ratio. CSG will pay a commitment fee of 0.150% - 0.325% of the average daily unused amount of the 2021 Revolver, with the commitment fee rate also dependent upon CSG's then-net secured total leverage ratio. The 2021 Credit Agreement includes LIBOR transition language in which CSG can elect an ABR, a Eurodollar rate, an alternate currency term rate, or an alternate currency daily rate.
The 2021 Credit Agreement includes mandatory repayments of the aggregate principal amount of the 2021 Term Loan (payable quarterly) for the first, second, third, fourth, and fifth years, with the remaining principal balance due at maturity. The 2021 Credit Agreement has no prepayment penalties and requires mandatory repayments under certain circumstances, including: (i) certain asset sales or casualty proceeds; and (ii) proceeds of debt or preferred stock issuances.
The 2021 Credit Agreement contains customary affirmative covenants. In addition, the 2021 Credit Agreement has customary negative covenants that places limits on CSG's ability to: (i) incur additional indebtedness; (ii) create liens on its property; (iii) make investments; (iv) enter into mergers and consolidations; (v) sell assets; (vi) declare dividends or repurchase shares; (vii) engage in certain transactions with affiliates; and (viii) prepay certain indebtedness; and (ix) issue capital stock of subsidiaries. CSG must also meet certain financial covenants to include: (i) a maximum total leverage ratio; (ii) a maximum first-lien leverage ratio; and (iii) a minimum interest coverage ratio.
In conjunction with the 2021 Credit Agreement, CSG entered into a security
agreement in favor of
The 2021 Credit Agreement will be filed with CSG's Quarterly Report on Form 10-Q
for the quarter ending
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.
The information described above under "Item 1.01", Entry into a Material Definitive Agreement, is hereby incorporated by reference into this Item 2.03.
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