Item 1.01 Entry into a Material Definitive Agreement.
On December 23, 2021, SelectQuote, Inc. (the "Company") entered into a Third
Amendment (the "Third Amendment") to its Credit Agreement, dated as of November
5, 2019, by and among the Company; Morgan Stanley Capital Administrators, Inc.,
as administrative agent; certain of the Company's existing lenders; and other
parties from time to time party thereto (as amended on February 24, 2021 and
November 2, 2021, the "Credit Agreement" and, as further amended by the Third
Amendment, the "Amended Agreement"). The Third Amendment amends the Credit
Agreement to, among other things, provide for an additional $35.0 million of
committed capital under, and on the same terms as, the existing revolving credit
facility (the "Revolving Credit Facility") from certain new lenders not
previously party to the Credit Agreement (the "New Lenders"). Pursuant to the
terms of the Third Amendment, each New Lender received, on the effective date of
the Third Amendment, a commitment fee equal to 0.50% of the aggregate principal
amount of the New Lender's loan commitments under the Revolving Credit Facility.
As of December 27, 2021, the aggregate borrowing capacity under the Revolving
Credit Facility is $135.0 million.
The obligations of the Company under the Amended Agreement continue to be
guaranteed by certain of the Company's subsidiaries, and secured by a security
interest in all assets of the Company, subject to certain exceptions detailed in
the Amended Agreement and related ancillary documentation.
The foregoing description of the Third Amendment does not purport to be complete
and is qualified in its entirety by reference to the terms of the Third
Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On December 22, 2021, the Company borrowed $245.0 million under the existing
delayed draw term loan facility (the "DDTL Facility") available to the Company
pursuant to the Credit Agreement. The material terms of the DDTL Facility were
disclosed on the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on November 4, 2021 and are incorporated herein by
reference. As of December 27, 2021, the remaining borrowing capacity under the
DDTL Facility is $100.0 million.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
10.1 Third Amendment to Credit Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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