CVENT HOLDING CORP. : Entering a Material Definitive Agreement, Terminating a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Settlement FD Disclosure, Financial Statements and parts (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On May 27, 2022, Cvent, Inc.as borrower (the “Borrower”), a wholly owned subsidiary of Cvent Holding Corp.a Delaware corporation (the “Company”), entered into a new five-year contract $500 million senior secured revolving credit facility (the “Revolving Credit Facility”). The terms of the Revolving Credit Facility are set forth in the Credit Agreement, dated May 27, 2022by and between the Borrower, the Holdings (as defined below) and the other lenders parties thereto, the lenders parties thereto, and PNC Bank, National Association, as administrative agent (the “New Credit Agreement”). The New Credit Agreement replaces the Borrower’s existing senior secured credit facility established pursuant to the Amended and Restated Credit Agreement, dated November 30, 2017by and between the Borrower, Holdings and each of the other guarantors party thereto, the lenders party thereto from time to time and Goldman Sachs Bank USAas administrative agent (as amended, modified or supplemented from time to time, the “Preliminary Credit Agreement”) which was terminated on May 27, 2022 upon entry into force of the new credit agreement. A portion of the revolving credit facility, not exceeding $35 millionwill be available for the issuance of Letters of Credit, and the Borrower will have the option of increasing the Revolving Credit Facility or entering into additional Term Loans, in each case, in an aggregate amount not to exceed: (i )(HAS) $150 million plus (B) the amount of any prepayment of the Loans, to the extent accompanied by a corresponding permanent reduction in the amount of the Revolving Credit Facility then outstanding, plus (ii) an unlimited additional amount, subject to the pro forma compliance with an aggregate net leverage ratio of 3.50:1.00 (or, in certain limited circumstances, 4.00:1.00), plus (iii) certain specified issues and other baskets of builders set forth in the New Credit Agreement, in each case in accordance with the terms set forth in the New Credit Agreement.

At closing, the Borrower borrowed $265 million under the revolving credit facility. The borrowings were used, together with the borrower’s cash, to repay all outstanding obligations under the prior credit agreement and to pay certain costs and fees associated with the closing of the new credit agreement.

Borrowings under the revolving credit facility bear interest according to the following performance-based fee schedule:

Net leverage ratio SOFR margin* Commitment fee

     < 1.00x       175.0 basis points 20.0 basis points
     < 2.00x       200.0 basis points 25.0 basis points
     < 3.00x       225.0 basis points 30.0 basis points
     ? 3.00x       250.0 basis points 35.0 basis points

* Interest on loans secured at the Overnight Funding Rate (“SOFR”) accrues at an annual rate equal to the sum of (x) the Adjusted Term SOFR (as defined in the New Credit Agreement) plus (y) the applicable SOFR margin set out above. The adjusted forward SOFR is subject to a floor of 0.00%.

The revolving credit facility includes a covenant relating to the maximum total net leverage ratio set at 4.00:1.00; provided that following the completion of a Qualifying Acquisition, the Borrower may elect to increase the Total Net Leverage Ratio to 4.50:1:00 for the fiscal quarter in which such Qualifying Acquisition was realized and for the following three consecutive fiscal quarters. Such increases in qualifying acquisitions are limited to two times during the term of the revolving credit facility.

All obligations under the New Credit Agreement are unconditionally guaranteed by
Papay Holdco, LLCthe direct holding of the Borrower (“Holdings”), and some of its WE subsidiaries. Obligations under the New Credit Agreement are secured by a first ranking lien on substantially all of the assets of the Borrower and the Guarantors.

The new credit agreement contains customary representations and warranties, positive and negative clauses and events of default. The positive and negative covenants limit the ability of Holdings, the Borrower and the Restricted Subsidiaries of the Borrower to, among other things: incur additional indebtedness or issue preferred stock; create privileges; create restrictions on the ability of subsidiaries of the Borrower to make payments to the Borrower or its direct or indirect holding companies; pay dividends and make other distributions with respect to the capital stock of Holdings, the Borrower and its restricted subsidiaries; repurchase or repurchase Holdings, the capital stock of the Borrower and its restricted subsidiaries or prepay subordinated debt; make certain investments or other restricted payments; secure indebtedness; designate full-fledged subsidiaries; sell certain types of assets; enter into certain types of transactions with affiliates; and carry out mergers or amalgamations. These covenants are subject to certain exceptions and qualifications set out in the New Credit Agreement.

If an Event of Default (as defined in the New Credit Agreement) occurs and continues, amounts outstanding under the New Credit Agreement may become or be declared immediately due and payable and Loan Commitments under the New credit agreement can be terminated.

The above summary of the New Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Credit Agreement, which is attached as Schedule 10.1 hereto, and is incorporated herein by reference. ————————————————– ——————————

Section 1.02 Termination of Material Definitive Agreement.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the termination of the Prior Credit Agreement is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Section 1.01 of this Current Report on Form 8-K regarding the Revolving Credit Facility is incorporated herein by reference.

Section 7.01 Disclosure of FD Rules.

On May 31, 2022, the Company issued a press release announcing the conclusion of the new credit agreement. A copy of the press release is provided as Exhibit 99.1 to this Current Report on Form 8-K.

The information in item 7.01 of this current report on Form 8-K is for furnishing purposes and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of this section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any language of general incorporation in such filing, unless expressly stated otherwise by specific reference in such filing.

Information provided pursuant to this Section 7.01 contains “forward-looking statements” within the meaning of the safe harbor provisions of the federal securities laws. It should be read in conjunction with the statement “Caution Regarding Forward-Looking Statements” contained in the press release, the risk factors included in the Company’s periodic reports filed with the
Security and Exchange Commission and such other public announcements as the Company may make, by press release or otherwise, from time to time.

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Item 9.01 Financial statements and supporting documents.

(d) Exhibits.

Part # Description

  10.1†§      Credit Agreement, dated as of May 27, 2022, by and among Papay
            Holdco, LLC, Cvent Inc., the other loan parties thereto, the lenders
            party thereto, and PNC Bank, National Association, as administrative
            agent.
  99.1        Press Release of the Cvent Holding Corp., dated May 31, 2022.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

† Certain confidential parts (indicated by square brackets and asterisks) have

    been omitted from this exhibit.
§   All exhibits and schedules have been omitted pursuant to Item 601(a)(5) of

    Regulation S-K. Cvent Holding Corp. will furnish the omitted exhibits and
    schedules to the SEC upon request by the SEC.

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