TUCOWS INC. Item 1.01 Entry into a Material Definitive Agreement.
Second Amended and Restated Senior Secured Credit Agreement
On
Borrowings under the New Facility will accrue interest and standby fees based on the Company's Total Funded Debt to EBITDA and the availment type in the same manner as the Existing Facilities, as follows:
If Total Funded Debt to EBITDA is less than 2.00x, then:
- Canadian dollar borrowings based on Bankers' Acceptance ("CDN$
Bankers' Acceptance Borrowings") or U.S. dollar borrowings based on LIBOR
("US$ LIBOR Borrowings") will be at 1.75% margin;
- Canadian dollar borrowings based on Prime Rate ("CDN$ Prime Rate Borrowings"),
U.S. dollar borrowings based on Prime Rate ("US$ Prime Rate Borrowings") or
U.S. dollar borrowings based on Base Rate ("US$ Base Rate Borrowings") will be
at 0.50% margin; and
- Standby fees will be at 0.35%.
If Total Funded Debt to EBITDA is greater than or equal to 2.00x and less than 2.50x, then:
- CDN$ Bankers' Acceptance Borrowings or US$ LIBOR Borrowings will be at 2.25%
margin;
- CDN$ Prime Rate Borrowings, US$ Prime Rate Borrowings or US$ Base Rate
Borrowings will be at 1.00% margin; and
- Standby fees will be at 0.45%.
If Total Funded Debt to EBITDA is greater than or equal to 2.50x and less than 3.00x, then:
- CDN$ Bankers' Acceptance Borrowings or US$ LIBOR Borrowings will be at 2.50%
margin;
- CDN$ Prime Rate Borrowings, US$ Prime Rate Borrowings or US$ Base Rate
Borrowings will be at 1.25% margin; and
- Standby fees will be at 0.50%.
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If Total Funded Debt to EBITDA is greater than or equal to 3.00x, and less than 3.50x, then:
- CDN$ Bankers' Acceptance Borrowings or US$ LIBOR Borrowings will be at 2.75%
margin;
- CDN$ Prime Rate Borrowings, US$ Prime Rate Borrowings or US$ Base Rate
Borrowings will be at 1.50% margin; and
- Standby fees will be at 0.55%.
If Total Funded Debt to EBITDA is greater than or equal to 3.50x, and less than 4.00x, then:
- CDN$ Bankers' Acceptance Borrowings or US$ LIBOR Borrowings will be at 3.00%
margin;
- CDN$ Prime Rate Borrowings, US$ Prime Rate Borrowings or US$ Base Rate
Borrowings will be at 1.75% margin; and
- Standby fees will be at 0.60%.
If Total Funded Debt to EBITDA is greater than or equal to 4.00x, then:
- CDN$ Bankers' Acceptance Borrowings or US$ LIBOR Borrowings will be at 3.25%
margin;
- CDN$ Prime Rate Borrowings, US$ Prime Rate Borrowings or US$ Base Rate
Borrowings will be at 2.00% margin; and
- Standby fees will be at 0.65%.
The New Facility accrues interest and standby fees at variable rates based on the Total Funded Debt to EBITDA ratios described above. Under the payment terms for the New Facility, the borrowed amount will continue to amortize quarterly over the term of the agreement.
The Amended Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default. The Amended Credit Agreement requires that the Company comply with certain customary non-financial covenants and restrictions.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amended Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.
The information disclosed above in Item 1.01 is incorporated herein by reference.
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Cautionary Statement Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K and in any exhibits furnished or
filed herewith that relate to the Company's future plans, objectives,
expectations, performance, events and the like may constitute "forward-looking
statements" within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements are statements that are not historical facts
and can be identified by the use of forward-looking terminology such as
"believe," "expect," "may," "will," "likely," "could," "should," "project,"
"could," "plan," "goal," "potential," "pro forma," "seek," "estimate," "intend"
or "anticipate" or the negative thereof, and may include discussions of
strategy, financial projections, guidance and estimates (including their
underlying assumptions), and statements about the future performance,
operations, products and services of the Company, including future financial and
operating results and expectations for sales growth. Such forward-looking
statements are subject to a number of risks and uncertainties that could cause
actual results to differ materially from those anticipated, including
uncertainties relating to the Company's future costs, and other risks and
uncertainties detailed in the Company's filings with the
Item 9.01. Financial Statements and Exhibits.
ExhibitNo. ExhibitTitle
10.1* Second Amended and Restated Senior Secured Credit Agreement, dated
as of October 26, 2021 , by and among Tucows.com Co. , Ting Fiber, Inc. ,
Ting Inc. , Tucows (Delaware) Inc. , Tucows (Emerald), LLC , as
Borrowers, Tucows Inc. and certain other subsidiaries thereof, as
Guarantors, Royal Bank of Canada, as Administrative Agent, and Bank of
Montreal, Royal Bank of Canada, The Bank of Nova Scotia, Canadian
Imperial Bank of Commerce, HSBC Bank Canada and Toronto Dominion-Bank
as Lenders.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
*Schedules to the agreement have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
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