QUOTIENT TECHNOLOGY INC. Item 1.01 Entry into a Material Definitive Agreement
Entry into Financing Facility Commitment Letters
On
The proceeds of the revolving loans under the PNC Facility and the term loans under the BT Facility, as applicable, shall be used by the Company (i) to repay the principal, accrued and unpaid interest, fees, premiums, if any, and other amounts under the Company's 1.75% convertible senior notes, (ii) to pay fees, commissions and expenses in connection with the transactions contemplated thereunder, including entering into each of the PNC Facility and the BT Facility and the funding of the loans thereunder, and (iii) for ongoing working capital needs and other general corporate purposes of the Company and its subsidiaries.
Pursuant to the PNC Commitment Letter and the BT Commitment Letter, the final documentation for the PNC Facility and the BT Facility, respectively, shall include conditions to borrowings, representations and warranties, affirmative and negative covenants (including restrictions on the Company's, and its subsidiaries', ability to incur indebtedness, create liens, pay dividends and make certain payments, make loans and investments and dispose of assets) and events of default, each to be negotiated and mutually agreed and customary for financings of this type and size.
Senior Secured Asset-Based Revolving Credit Facility Commitment Letter with
The PNC Facility shall bear interest at a rate per annum of either (i) the Base Rate (as defined below) plus 0.75%, or (ii) one, three or six-month SOFR plus 1.75% plus the SOFR adjustment detailed in the chart below:
SOFR Adjustment Interest Period
10 basis points (0.10%) 1-month SOFR
12.5 basis points (0.125%) 3-month SOFR
15 basis points (0.15%) 6-month SOFR
The "Base Rate" under the PNC Facility shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the interest rate per annum announced from time to time by PNC (as administrative agent) at its principal office as its then prime rate, which rate may not be the lowest rate then being charged commercial borrowers by PNC, (ii) the sum of the overnight bank funding rate in effect on such day plus ½ of 1%, and (iii) the sum of the Daily Simple SOFR rate in effect on such day plus 100 basis points (1%), so long as Daily Simple SOFR is offered, ascertainable and not unlawful. Under the terms of the PNC Facility, amounts available for advances would be subject to a borrowing base, which is a formula based on certain eligible receivables and reserves.
The PNC Facility shall mature on the date that is the earlier of (x) the 5th anniversary of the closing date thereof or (y) the date that is 90 days prior to the scheduled maturity date of the BT Facility.
The description of the PNC Commitment Letter, and the PNC Facility terms contained therein, is qualified in its entirety by the copy thereof, which is attached as Exhibit 10.1 and incorporated herein by reference. These descriptions do not purport to summarize all of the conditions, covenants, representations, warranties and other provisions which would be contained in definitive legal documentation in respect of the PNC Facility.
Senior Secured Financing Facility Commitment Letter with
The BT Facility shall bear interest at a rate per annum equal to either (a) a base rate plus 7.00% or (b) term SOFR plus 8.00% plus a SOFR adjustment of 0.26161%. The base rate and the SOFR rate shall be subject to a floor of 2.50% and 1.50%, respectively.
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The term loans under the BT Facility shall amortize at a rate of 5.0% per annum, payable in equal quarterly installments, and shall be due and payable in full on the date that is the four (4) years following the closing date.
The description of the BT Commitment Letter, and the BT Facility terms contained therein, is qualified in its entirety by the copy thereof, which is attached as Exhibit 10.2 and incorporated herein by reference. These descriptions do not purport to summarize all of the conditions, covenants, representations, warranties and other provisions which would be contained in definitive legal documentation in respect of the BT Facility.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Senior Secured Revolving Credit Facility by and between
10.2 Senior Secured Financing Facility by and between
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