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.
At closing, the Borrower borrowed
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
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.
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
Item 9.01 Financial statements and supporting documents.
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 SECupon request by the SEC.
© Edgar Online, source